HUNTINGTON FUNDS /MA/, 485APOS, 2000-12-15

HUNTINGTON FUNDS /MA/
485APOS, 2000-12-15

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As filed with the Securities and Exchange Commission on December 15, 2000
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. 34 [X]
and
REGISTRATION STATEMENT
UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 35 [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:

Alyssa Albertelli, Esq.
Ropes & Gray
One Franklin Square
1301 K Street, N.W., Suite 800 East
Washington, D.C. 20005-3333
Phone: (202) 626-3967

Approximate Date of Proposed Public Offering: Immediately, upon effectiveness.
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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
[X] 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
[ ] On _______ 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>
THE HUNTINGTON FUNDS

Trust Shares

PROSPECTUS

Dividend Capture Fund
International Equity Fund
Mid/Small Cap Fund
New Economy Fund

March 1, 2001

The Securities and Exchange Commission has not approved or disapproved of these
securities or determined whether this prospectus is accurate or complete. Any
representation to the contrary is unlawful.

1
<PAGE>

HOW TO READ THIS PROSPECTUS

The Huntington Funds is a mutual fund family that offers different classes of
Shares in separate investment portfolios (Funds). The Funds have various
investment goals and strategies. This prospectus gives you important information
about the Trust Shares of the Dividend Capture Fund, the International Equity
Fund, the Mid/Small Cap Fund , and the New Economy Fund that you should know
before investing. Each Fund also offers Investment A and Investment B shares,
which are offered in a separate prospectus.

Please read this prospectus and keep it for future reference. The prospectus is
arranged into different sections so that you can easily review this important
information. The next column contains general information you should know about
investing in the Huntington Funds.

INDIVIDUAL HUNTINGTON FUND SUMMARIES

Dividend Capture Fund...........................................................
International Equity Fund.......................................................
Mid/Small Cap Fund..............................................................
New Economy Fund................................................................

SHAREOWNER GUIDE - HOW TO INVEST IN THE HUNTINGTON FUNDS

Distribution of the Funds.......................................................
Purchasing Shares...............................................................
Exchanging Shares...............................................................
Redeeming Shares................................................................

MORE ABOUT THE HUNTINGTON FUNDS

Management of the Funds.........................................................
Dividends and Distributions.....................................................
Tax Consequences................................................................
Investment Practices............................................................
Glossary of Investment Risks....................................................

FOR MORE INFORMATION ABOUT THE HUNTINGTON FUNDS, PLEASE SEE THE BACK COVER OF
THE PROSPECTUS

2
<PAGE>

INTRODUCTION

Each Huntington Fund is a mutual fund. A mutual fund pools shareholders' money
and, using professional investment managers, invests it in securities such as
stocks and bonds. Before you look at specific Huntington Funds, you should know
a few basics about investing in mutual funds.

The value of your investment in a mutual fund is based on the market prices of
the securities the mutual fund holds. These prices change daily due to economic
trends and other developments that generally affect securities markets, as well
as those that affect particular firms and other types of issuers. These price
movements, also called volatility, vary depending on the types of securities a
mutual fund owns and the markets where these securities trade.

AS WITH OTHER INVESTMENTS, YOU COULD LOSE MONEY ON YOUR INVESTMENT IN A MUTUAL
FUND. YOUR INVESTMENT IN THE HUNTINGTON FUNDS IS NOT A DEPOSIT OR AN OBLIGATION
OF HUNTINGTON NATIONAL BANK, ITS AFFILIATES OR ANY BANK. IT IS NOT INSURED BY
THE FDIC OR ANY OTHER GOVERNMENT AGENCY.

Each Fund has its own investment goal and strategies for reaching that goal.
There is no guarantee that a Fund will achieve its goal. Before investing, make
sure that the Fund's goal matches your own.

The portfolio manager invests each Fund's assets in a way that he or she
believes will help the Fund achieve its goal. A manager's judgments about the
securities markets, economy and companies, and his or her investment selection,
may cause a Fund to underperform other funds with similar objectives.

<PAGE>

DIVIDEND CAPTURE FUND

FUND SUMMARY

INVESTMENT GOAL To seek total return on investment, with
dividend income as an important component
of that return

INVESTMENT FOCUS U.S. common stocks and covered option
positions relative to those stocks

PRINCIPAL INVESTMENT STRATEGY Attempts to identify stocks that pay
dividends and hedge against adverse market
swings

SHARE PRICE VOLATILITY Moderate

INVESTOR PROFILE Investors seeking capital appreciation
potential with higher current income than
the average stock fund

INVESTMENT STRATEGY

The Huntington Dividend Capture Fund seeks total return on investment, with
dividend income as an important component of that return.

To pursue its primary goal, the Fund invests mostly in dividend-paying stocks
that the managers believe are undervalued or out-of-favor. Quantitative analysis
is used to identify stocks that they believe are undervalued relative to the
market and to the security's historic valuations. The managers then use a
qualitative stock selection model based on earnings expectations and
supplemental valuation measures to narrow the list of stocks to the most
attractive. The Fund may, under varying market conditions, employ various
strategies which involve put and/or call option contracts.

In-depth fundamental research confirms the value characteristics of individual
stocks and evaluates the company's future prospects.

The companies in which the Fund invests are generally mature, large-
capitalization U.S. corporations.

The managers typically begin to pare down a position when the stock has gone
ex-dividend (the interval between the announcement and the payments of the next
dividend) or is at a valuation level that, in the manager's opinion, leaves
little for investor gain. The managers may eliminate a stock from the Fund's
portfolio if its long-term fundamentals become unfavorable.

The Fund may invest in convertible bonds and other types of securities in
addition to those described above. In an effort to preserve the value of your
investment under volatile market conditions, the managers may invest more than
35% of the Fund's assets in very short-term debt obligations called money market
securities. Such a strategy could make it more difficult for the Fund to achieve
its goals.

For a more complete description of the securities in which the Fund can invest,
please see "Investment Practices."

WHAT ARE THE MAIN RISKS OF INVESTING IN THIS FUND?

Your investment in the Fund may be subject to the following risks:

4
<PAGE>

falling prices. The value of your investment will tend to increase or
decrease in response to these movements.

INVESTMENT STYLE RISK: The possibility that the securities on which this Fund
focuses--the stocks of undervalued, dividend-paying companies--will underperform
other kinds of investments or market averages.

The Fund may trade securities actively, which could increase its transaction
costs (thereby lowering its performance) and increase the amount of taxes that
you pay.

For more information about these risks, please see "Glossary of Investment
Risks."

PERFORMANCE INFORMATION

THIS SECTION WOULD NORMALLY INCLUDE A BAR CHART AND A TABLE SHOWING HOW THE FUND
HAS PERFORMED AND HOW PERFORMANCE HAS VARIED FROM YEAR TO YEAR. BECAUSE THE FUND
HAS NOT BEEN IN OPERATION FOR A FULL CALENDAR YEAR, THE BAR CHART AND TABLE ARE
NOT SHOWN.

FEES AND EXPENSES

The following tables describe the fees and expenses you would pay if you buy and
hold Fund Shares. The first table describes the fees that you would pay directly
from your investment if you purchased or sold Fund Shares. The second table
describes the expenses you would pay indirectly if you held Fund Shares.

-------------------------------------------------------------------------------
SHAREHOLDER FEES
TRUST
-----
SHARES
------
Maximum Sales Charge (Load) Imposed on Purchase
(as a percentage of offering price) 0%
Maximum Deferred Sales Charge (Load)
(as a percentage of net asset value) 0%
Redemption Fee
(as a percentage of amount redeemed, if applicable)* 0%

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

ANNUAL FUND OPERATING EXPENSES TRUST
-----
SHARES
------
Investment Advisory Fees 0.75%
Distribution and/or Service (12b-1) Fees 0.00%
Other Expenses %
TOTAL ANNUAL FUND OPERATING EXPENSES %

*Does not include any wire transfer fees, if applicable.
+The Fund's Adviser has agreed to contractually waive fees in order to keep
total operating expenses for Trust Shares from exceeding ____%, for the period
through __________.

EXAMPLE: This example is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds. It assumes that you
invest $10,000 in the Fund for the time periods indicated, that each year your
investment has a 5% return and that the Fund's expenses remain the same.
Although your actual costs and returns may be different, your approximate costs
of investing $10,000 in the Fund would be:

1 YEAR 3 YEARS

5
<PAGE>

TRUST SHARES $___ $___

<PAGE>

INTERNATIONAL EQUITY FUND

FUND SUMMARY

INVESTMENT GOAL To seek long-term capital appreciation by
investing primarily in equity securities of
foreign issuers

INVESTMENT FOCUS Common stocks of foreign companies

PRINCIPAL INVESTMENT STRATEGY Attempts to identify reasonably priced foreign
stocks with above-
average growth potential

SHARE PRICE VOLATILITY High

INVESTOR PROFILE Investors who want capital appreciation, are
willing to accept the increased risks of
international investing for the possibility of
higher returns, and want exposure to a
diversified portfolio of international stocks

INVESTMENT STRATEGY

The Huntington International Equity Fund seeks to provide long-term capital
appreciation by investing primarily in a diversified portfolio of equity
securities of non-U.S. issuers. Normally, at least 80% of the Fund's assets will
be invested in the stocks of companies from at least five countries (other than
the United States) that are included in the Morgan Stanley Capital International
Europe, Australasia and Far East Index (the "EAFE Index"). The Fund's portfolio
managers intend to focus on companies with a market capitalization of more than
$100 million.

In selecting investments for the Fund, the portfolio managers may over- or
under-weight regions in comparison to the EAFE Index based on the rates of
return they expect from various markets. The Fund's regional and individual
country weightings may therefore vary from those of the EAFE Index. The
portfolio managers will then select individual securities for the Fund on the
basis of their growth opportunities or undervaluation in relation to other
securities.

The Fund typically invests in securities that are listed on recognized foreign
exchanges, but it may also invest up to 15% of its assets in securities traded
in over-the-counter markets. In addition, the Fund may buy American Depository
Receipts (ADRs) and Global Depository Receipts (GDRs), enter into forward
foreign currency contracts and invest in options on currencies. The Fund may
invest in other investment companies, including closed-end funds that invest in
securities from a single country or region. Additionally, the Fund may invest in
securities of issuers whose principal activities are in emerging markets.

In addition to those described above, the Fund may invest in certain other types
of securities, including investment-grade bonds of U.S. and non-U.S. issuers. In
an effort to preserve the value of your investment under volatile market
conditions, the portfolio managers may invest more than 35% of the Fund's assets
in very short-term debt obligations called money market securities. Such a
strategy could make it more difficult for the Fund to achieve its goal.

For a more complete description of the securities in which the Fund can invest,
please see "Investment Practices."

WHAT ARE THE MAIN RISKS OF INVESTING IN THIS FUND?

Your investment in the Fund may be subject to the following risks:

7
<PAGE>

MARKET RISK: The possibility that the Fund's stock holdings may decline in price
because of a broad stock market decline. Markets generally move in cycles, with
periods of rising prices followed by periods of falling prices. The value of
your investment will tend to increase or decrease in response to these
movements.

FOREIGN SECURITIES RISK: Investing in foreign markets involves greater risk than
investing in the United States. Foreign securities may be affected by such
factors as fluctuations in currency exchange rates, incomplete or inaccurate
financial information on companies, social upheavals and political actions
ranging from tax code changes to governmental collapse. Emerging market
securities may be even more susceptible to these risks.

INVESTMENT STYLE RISK: The possibility that the securities on which this Fund
focuses--the stocks of foreign companies--may underperform other kinds of
investments or the market as a whole.

In addition, the Fund may trade securities actively, which could increase its
transaction costs (thereby lowering its performance) and may increase the amount
of taxes that you pay.

For more information about these risks, please see "Glossary of Investment
Risks."

PERFORMANCE INFORMATION

FEES AND EXPENSES

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

SHAREHOLDER FEES
TRUST
------
SHARES
-------
Maximum Sales Charge (Load) Imposed on Purchase
(as a percentage of offering price) 0%
Maximum Deferred Sales Charge (Load)
(as a percentage of net asset value) 0%
Redemption Fee
(as a percentage of amount redeemed, if applicable)* 0%

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

ANNUAL FUND OPERATING EXPENSES TRUST
-----
SHARES
------
Investment Advisory Fees 1.00%
Distribution and/or Service (12b-1) Fees 0.00%
Other Expenses %
TOTAL ANNUAL FUND OPERATING EXPENSES %

<PAGE>

1 YEAR 3 YEARS

TRUST SHARES $___ $___

<PAGE>

MID/SMALL CAP FUND

FUND SUMMARY

INVESTMENT GOAL To seek capital appreciation by
investing primarily in equity securities of
companies that are either included in the
Russell 3000(R) Index or have market
capitalizations within the range of such
included companies

INVESTMENT FOCUS Common stocks

PRINCIPAL INVESTMENT STRATEGY Attempts to identify companies with
outstanding growth characteristics

SHARE PRICE VOLATILITY Moderate to high

INVESTOR PROFILE Long-term investors seeking capital
appreciation

INVESTMENT STRATEGY

The Huntington Mid/Small Cap Fund seeks capital appreciation by investing
primarily in a diversified portfolio of securities consisting of common stocks
and securities convertible into common stocks such as convertible bonds and
convertible preferred stocks. To pursue this goal, the Fund invests primarily in
common stocks of companies with market capitalizations at the time of purchase
in the range of companies in the Russell 3000(R) Index. The Fund will mainly
focus on the 2000 companies with market capitalization in the middle of the
Russell 3000(R) Index and will normally not invest in the 500 companies with the
smallest market capitalization or 500 companies with the largest market
capitalization. The Russell 3000(R) Index represents the top 3,000 NASDAQ, NYSE,
and AMEX U.S. domiciled stocks as ranked by their market capitalization. As of
the date of this prospectus, the Russell 3000(R) Index statistics were as
follows: the average market capitalization was approximately $____ billion, the
median market capitalization was approximately $___ billion, and the smallest
company in the Index had an approximate market capitalization of $___ billion.

In managing the Fund's portfolio, the manager seeks small cap to mid cap
companies with above-average growth potential. Factors the portfolio manager
typically considers in selecting individual securities include fundamental
analysis, technical analysis, and valuation techniques. The Fund may employ
option strategies which utilize puts and/or calls although these strategies are
not the primary means by which the manager seeks to add value.

The Fund may also invest in certain other equity securities in addition to those
described above. For a more complete description of the various securities in
which the Fund may invest, please see the Additional Investment Strategies and
Risks or consult the SAI.

WHAT ARE THE MAIN RISKS OF INVESTING IN THIS FUND?

Your investment in the Fund may be subject to the following risks:

INVESTMENT STYLE RISK: The possibility that the market segment on which this
Fund focuses - stocks in the Russell 3000(R) Index which are primarily mid/small
cap companies - will underperform other kinds of investments or market averages.

<PAGE>

GROWTH STOCK RISK: The price of most growth stocks are based on future
expectations. As a result, those stocks tend to be more sensitive than value
stocks to negative earnings surprises and changes in internal growth rates.
Growth stocks in particular may underperform during periods when the market
favors value stocks.

MID/SMALL CAP STOCK RISK: To the extent that the Fund invests in small cap and
mid cap stocks, it takes on additional risks. Small cap and mid cap stocks tend
to be less liquid and more volatile than large cap stocks. Smaller companies
tend to depend heavily on new products and/or a few products or services and
often have less experienced management.

In addition, the Fund may trade securities actively, which could increase its
transaction costs (thereby lowering its performance) and may increase the amount
of taxes that you pay.

For more information about these risks, please see "Glossary of Investment
Risks."

FEES AND EXPENSES

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

SHAREHOLDER FEES
TRUST
------
SHARES
------
Maximum Sales Charge (Load) Imposed on Purchase
(as a percentage of offering price) 0%
Maximum Deferred Sales Charge (Load)
(as a percentage of net asset value) 0%
Redemption Fee
(as a percentage of amount redeemed, if applicable)* 0%

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

ANNUAL FUND OPERATING EXPENSES
TRUST
-----
SHARES
------
Investment Advisory Fees 0.75%
Distribution and/or Service (12b-1) Fees 0.00%
Other Expenses %
TOTAL ANNUAL FUND OPERATING EXPENSES %

1 YEAR 3 YEARS

TRUST SHARES $___ $___

11
<PAGE>

NEW ECONOMY FUND

FUND SUMMARY

INVESTMENT GOAL To seek capital appreciation by
investing primarily in equity securities of
companies engaged in developing products,
processes, or services that provide
technological or scientific advances and
efficiencies

INVESTMENT FOCUS Common stocks of technology and scientific
companies

PRINCIPAL INVESTMENT STRATEGY Long-term capital appreciation

SHARE PRICE VOLATILITY High

INVESTOR PROFILE Long-term investors seeking capital
appreciation

INVESTMENT STRATEGY

The Huntington New Economy Fund seeks capital appreciation by investing
primarily in a diversified portfolio of securities consisting of common stocks
and securities convertible into common stocks such as convertible bonds and
convertible preferred stocks.

Under normal market conditions, the Fund invests at least 65% of total assets in
the equity securities of U.S. and, to a lesser extent, foreign, technology and
scientific companies.

"New economy" companies are those that are substantially engaged in developing
products, processes, or services that provide technological or scientific
advances. Those companies may be in any of a variety of industries, such as
computer hardware, software, electronic components and systems,
telecommunications, Internet, media information services companies,
biotechnology, robotics, and energy replacement. They also may include companies
in more traditional industries, such as certain consumer products retailers,
that have extensively used technological or scientific advances to develop new
or to improve products or processes and make them more efficient.

The Fund generally takes a growth approach to selecting stocks, looking for
companies that appear poised to grow because of new products, technology or
management, as well as new companies that are in the developmental stage.
Factors in identifying these companies may include the quality of management,
financial strength, a strong position relative to competitors and a stock price
that appears reasonable relative to its expected growth rate. The Fund may
invest in companies of any size, including small, high growth companies. The
Fund also may invest in companies whose shares are being, or recently have been,
offered to the public for the first time.

The Fund reserves the right to invest up to 35% of total assets in other
securities, such as, corporate bonds and government securities.

WHAT ARE THE MAIN RISKS OF INVESTING IN THIS FUND?

Your investment in the Fund may be subject to the following risks:

MARKET RISK: The possibility that the Fund's stock holdings will decline in
price because of a broad stock market decline. Stock markets generally move in
cycles, with periods of rising prices followed by periods of falling prices. The
value of your investment will tend to increase or decrease in response to these
movements.

12
<PAGE>

INVESTMENT STYLE RISK: The possibility that the securities on which this Fund
focuses--the stocks of companies focusing on technological and scientific
advancements --will underperform other kinds of investments or market averages.
The securities in which the Fund invests may be more vulnerable than most stocks
to the obsolescence of existing technology, expired patents, short product
cycles, price competition, market saturation and new market entrants and may
fluctuate in price more widely and rapidly than the market as a whole. These
securities may underperform other types of stocks or be difficult to sell when
the economy is not robust, during market downturns, or when technology or
scientific stocks are out of favor.

The Fund may trade securities actively, which could increase its transaction
costs (thereby lowering its performance) and increase the amount of taxes that
you pay.

For more information about these risks, please see "Glossary of Investment
Risks."

FEES AND EXPENSES

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

SHAREHOLDER FEES
TRUST
------
SHARES
------

Maximum Sales Charge (Load) Imposed on Purchase
(as a percentage of offering price) 0%
Maximum Deferred Sales Charge (Load)
(as a percentage of net asset value) 0%
Redemption Fee
(as a percentage of amount redeemed, if applicable)* 0%

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

ANNUAL FUND OPERATING EXPENSES
TRUST
-----
SHARES
------
Investment Advisory Fees 0.85%
Distribution and/or Service (12b-1) Fees 0.00%
Other Expenses %
TOTAL ANNUAL FUND OPERATING EXPENSES %

13
<PAGE>

1 YEAR 3 YEARS

TRUST SHARES $___ $___

<PAGE>

DISTRIBUTION OF THE FUNDS

SEI Investments Distribution Co., whose address is One Freedom Valley Road,
Oaks, Pennsylvania 19456, serves as the Distributor of the Funds offered by
this Prospectus.

PURCHASING SHARES

You may purchase Trust Shares of the Funds offered by this Prospectus 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 each Fund offered in this prospectus as of the close of business of
the New York Stock Exchange (generally 4:00 p.m. Eastern Time).

The Trust calculates net asset value for each of the Funds offered by this
Prospectus by valuing securities held based on market value. These valuation
methods are more fully described in the Trust's Statement of Additional
Information.

In order to purchase Trust Shares on a particular day, the Trust must receive
payment before 4:00 p.m. (Eastern Time) that day. Orders placed through an
intermediary, such as your Huntington Account Administrator or the Huntington
Investment Company, must be received and trasmitted to the Trust before the
applicable cut-off time in order for shares to be purchased that day. It is the
intermediary's responsibility to transmit orders promptly, however, you should
allow sufficient time for orderly processing and transmission.

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

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.

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 applicable Huntington Fund-Trust Shares to:

The Huntington Funds

15
<PAGE>

c/o The Huntington National Bank
41 South High Street
Columbus, Ohio 43287

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

. By federal funds wire to:

The Huntington National Bank
ABA 044000024
Trust Department
Account Number 01891160404
Huntington Retail
Attention: Shareholder Services

(The Trust will treat your order as having been received immediately upon
receipt 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.

SYSTEMATIC INVESTMENT PROGRAM

You may invest on a regular basis in Trust Shares of one or more Funds offered
by this Prospectus 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 Fund you
specify. Your participation in the Program may be canceled if you do not
maintain sufficient funds in your bank account to pay for your investment.

EXCHANGING SHARES

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 Funds 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).

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. The information in this
Prospectus refers only to the Funds offered herein. Please refer to the
Prospectus that corresponds to the Fund you are exchanging.

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.

16
<PAGE>

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.

HOW TO EXCHANGE SHARES

1. SATISFY THE MINIMUM ACCOUNT BALANCE REQUIREMENTS
X You must maintain the required minimum account balance in the Fund out of
which you are exchanging shares.

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

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

3. PROVIDE THE REQUIRED INFORMATION
X Specify that you are exchanging OUT OF Trust Shares of the designated
fund.
X Your account number
X The name and address on your account
X The dollar amount or number of shares to be exchanged
X Name of the Fund into which you wish to make the exchange (exchange INTO)
X 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)

ABOUT REDEEMING TRUST SHARES

You may redeem Trust Shares of the Funds offered by this Prospectus 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 each Fund offered b this Prospectus as of the
close of business of the New York Stock Exchange (generally 4:00 p.m. Eastern
Time).

In order to redeem Trust Shares on a particular day, the Trust must receive your
request before 10:30 a.m. (Eastern Time) for each of the Funds offered through
this prospectus.

For shareholders who request redemptions prior to the applicable cut-off time
for the Fund being redeemed, 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 Account Administrator
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.

17
<PAGE>

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

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

HOW TO REDEEM TRUST SHARES

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

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

2. PROVIDE THE REQUIRED INFORMATION
X The name of the Fund from which you wish to redeem shares
X Your account
number
X The name and address on your account
X Your bank's wire transfer information (for wire transfers)
X The dollar amount or number of shares you wish to redeem
X 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)

SYSTEMATIC WITHDRAWAL PROGRAM

You may choose to receive periodic payments from redemptions of Trust Shares,
of one or more Funds 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 Account Adminstrator, the Trust will
automatically redeem shares from your account and electronically send the
proceeds to the bank account you specify.

18
<PAGE>
MANAGEMENT OF THE TRUST

The Trustees of the Trust are responsible for generally overseeing the conduct
of each Fund's business. Huntington, whose address is Huntington Center, 41
South High Street, Columbus, Ohio 43287, serves as investment adviser to the
Funds pursuant to investment advisory agreements with the Trust.

INVESTMENT ADVISER

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

Huntington is an indirect, wholly-owned subsidiary of Huntington Bancshares
Incorporated (HBI), a registered bank holding company with executive offices
located at Huntington Center, 41 South High Street, Columbus, Ohio 43287. With
$___ billion in assets as of December 31, 2000, HBI is a major Midwest regional
bank holding company. Huntington, a recognized investment advisory and fiduciary
services subsidiary of HBI, provides investment advisory services for corporate,
charitable, governmental, institutional, personal trust and other assets.
Huntington is responsible for $___ billion of assets, and has investment
discretion over approximately $___ billion of that amount.

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

Huntington is entitled to receive the following fees for its services as
investment adviser: 0.75% of the average daily net assets of the Dividend
Capture Fund, 1.00% of the average daily net assets of the International Equity
Fund, 0.75% of the average daily net assets of the Mid/Small Cap Fund, and 0.85%
of the average daily net assets of the New Economy Fund. Huntington is also
responsible for providing administration, accounting and custodian services to
the Trust. Huntington receives 0.11% of each Fund's average daily net assets for
administrative services, 0.03% for accounting services, and 0.026% for custodian
services.

SUB-ADVISER

INTERNATIONAL EQUITY FUND. _______ serves as the sub-adviser to the
International Equity Fund. Under an investment sub-advisory agreement between
_______ and Huntington National Bank, _______ makes day-to-day investment
decisions regarding the Fund, subject to the supervision of, and policies
established by, Huntington National Bank and the Trustees of the Huntington
Funds.

Information on SUB-ADVISER. As of ______, 2000, Sub-Advisor managed assets in
excess of $___ million.

PORTFOLIO MANAGERS

RANDY BATEMAN, Chief Investment Officer of Huntington and co-portfolio manager
for the Dividend Capture Fund, has ultimate responsibility for all investment
management activities. Mr. Bateman has 25 years of experience in managing
fiduciary accounts and has worked as an analyst and portfolio manager for four
major banks. Mr. Bateman graduated from North Carolina State University with a
bachelor's degree in economics. He obtained his Chartered Financial Analyst
designation in 1978 and has written numerous articles for financial
publications.

KIRK MENTZER, Vice President of Huntington, is the co-portfolio manager for the
Dividend Capture Fund. Mr. Mentzer began his career as a research analyst for a
bank and was promoted to Vice President and fixed income manager responsible for
managing numerous funds and annuities. Mr. Mentzer received his bachelor's
degree in Finance from University of Cinciannati and his MBA in Finance from
Xavier University.

19
<PAGE>

joining Huntington, he was a partner at a strategic and financial consulting
firm and a principal at an investment management firm. Currently, Mr. Shinkel is
responsible for all investment management of the Private Financial Group of The
Huntington National Bank for Southeast Michigan and Toledo, Ohio markets. Mr.
Shinkel received his masters degrees in Management from Purdue University and in
Taxation from Walsh College of Accountancy and Business. He received his Ph. D.
in Management from Purdue University.

CHRIS ROHANE, Senior Vice President and Senior Portfolio Manager, is the
portfolio manager for the Mid/Small Cap Fund.In his seven years with Huntington,
Mr. Rowane has specialized in the management of high net worth individuals and
charitable foundation portfolios. Before coming to Huntington, Mr. Rowane served
with several large banks where he worked with both individual and institutional
portfolio management, equity research, and brokerage management. In his last
position, Mr. Rowane was Vice President and Director of Portfolio Management
in the Trust Division for a large bank. Mr. Rowane received his Masters in
Business Administration with a concentration in Finance and a Bachelors of
Science in Business Administration, majoring in finance, both from Gannon
University.

JIM COONS is the co-portfolio manager for the International Equity Fund. Mr.
Coons is a member of the Business Week, Wall Street Journal, and Blue Chip
Financial forecasting panels. His articles have appeared in a number of national
publications, including USAToday, the Journal of Commerce, and the ABA Banking
Journal. He is the author of a 1994 book on interest rate forecasting. Mr. Coons
serves on the Ohio Governor's Council of Economic Advisors and is a research
advisor to the Buckeye Institute for Public Policy Solutions. He is chairman of
the Financial Roundtable of the National Association for Business Economics. Mr.
Coons earned his bachelor's degree in economics and mathematics from DePauw
University, a masters degree in economics from Ohio University, and graduated
with distinction from the Stonier Graduate School of Banking.

____________, {Add sub-adviser co-portfolio manager}.

DIVIDENDS AND DISTRIBUTIONS

Each of the Funds offered by this Prospectus declares and pays dividends on
investment income monthly. The Funds also make 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 shares of the same class of the
income-producing Fund, unless the shareholder makes an alternative election.
Shareholders of any of the Funds offered by this Prospectus may choose to
receive all distributions in cash. Shareholders of any of the Funds offered by
this Prospectus may choose to reinvest capital gains distributions, but receive
all other distributions in cash.

TAX CONSEQUENCES

There are many important tax consequences associated with investment in the
Funds offered by this Prospectus. Please read the summary below and consult your
tax advisor regarding the specific federal, state and local tax consequences
applicable to your investment.

FEDERAL INCOME TAXES

Each of the Funds offered by this Prospectus intends to distribute to
shareholders dividends of its net investment income and distributions of capital
gains. Distributions of income, whether or not they are reinvested in Fund
shares, may be subject to federal income tax. For all of the Funds offered by
this Prospectus, 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 a
Fund holds a security.

An exchange of a 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.

20
<PAGE>

INVESTMENT PRACTICES

The Funds invest in a variety of securities and employ a number of investment
techniques. Each security and technique involves certain risks. The following
table describes the securities and techniques the Funds use, as well as the main
risks they pose. Equity securities are subject mainly to market risk.
Fixed-income securities are subject primarily to market, credit and prepayment
risk. Following the table is a more complete discussion of risk. You may also
consult the Statement of Additional Information for more details about the
securities in which the Funds may invest.

FUND NAME FUND CODE

Dividend Capture Fund 1
International Equity Fund 2
Mid/Small Cap Fund 3
New Economy Fund 4

<TABLE>

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<S> <C> <C>

INSTRUMENT FUND CODE RISK TYPE

AMERICAN DEPOSITORY RECEIPTS (ADRS): ADRs 1-4 Market
are foreign Shares of a company held by a U.S. Political
bank that issues a receipt evidencing ownership. Foreign Investment
ADRs pay dividends in U.S. dollars.
-----------------------------------------------------------------------------------------------------------------------------------
BANKERS' ACCEPTANCES: Bills of exchange or time drafts 1-4 Credit
drawn on and accepted by a commercial bank. They generally Liquidity
have maturities of six months or less. Market
-----------------------------------------------------------------------------------------------------------------------------------
BONDS: Interest-bearing or discounted government or corporate 2 Market
securities that obligate the issuer to pay the bondholder Credit
a specified sum of money, usually at specific intervals, and
to repay the principal amount of the loan at maturity.
-----------------------------------------------------------------------------------------------------------------------------------
CALL AND PUT OPTIONS: A call option gives the buyer the 1-4 Management
right to buy, and obligates the seller of the Liquidity
option to sell, a security at a specified price. A Credit
put option gives the buyer the right to sell, and Market
obligates the seller of the option to buy, a security Leverage
at a specified price. The Funds will sell only
covered call and secured put options, and may
buy bonds' existing option contraction known as
"closing transations".
-----------------------------------------------------------------------------------------------------------------------------------
CERTIFICATES OF DEPOSIT: Negotiable instruments 1-4 Market
with a stated maturity. Credit
Liquidity
-----------------------------------------------------------------------------------------------------------------------------------
COMMERCIAL PAPER: Secured and unsecured short-term 1-4 Credit
promissory notes issued by corporations and other entities. Liquidity
Their maturities generally vary from a few days to nine months. Market
-----------------------------------------------------------------------------------------------------------------------------------
COMMON STOCK: Shares of ownership of a company. 1-4 Market
-----------------------------------------------------------------------------------------------------------------------------------
CONVERTIBLE SECURITIES: Bonds or preferred stock that 1-4 Market
convert to common stock. Credit
-----------------------------------------------------------------------------------------------------------------------------------
DEMAND NOTES: Securities that are subject to puts and 1-4 Market
standby commitments to purchase the securities at a fixed Liquidity
price (usually with accrued interest) within a fixed period Management
of time following demand by a Fund.

21
<PAGE>

-----------------------------------------------------------------------------------------------------------------------------------
DERIVATIVES: Instruments whose value is derived from 1-4 Management
an underlying contract, index or security, or any Market
combination thereof, including futures, options Credit
(e.g., put and calls), options on futures, swap Liquidity
agreements, and some mortgage-backed securities. Leverage
------------------------------------------------------------------------------------------------------------------------------------
FOREIGN SECURITIES: Stocks issued by foreign companies including 1-4 Market
ADRs and Global Depository Receipts (GDRs), as well as Political
Commercial paper of foreign issuers and obligations of foreign Foreign Investment
governments, companies, banks, overseas branches of U.S. banks Liquidity
or supranational entities.
-----------------------------------------------------------------------------------------------------------------------------------
FORWARD FOREIGN CURRENCY CONTRACTS: An obligation to 2-4 Management
purchase or sell a specific amount of a currency at a fixed Liquidity
future date and price set by the parties involved at the time Credit
the contract is negotiated. Market
Political
Leverage
Foreign Investment

------------------------------------------------------------------------------------------------------------------------------------
FUTURES AND RELATED OPTIONS: A contract providing for the 1-4 Management
future sale and purchase of a specific amount of a specific Market
security, class of securities, or index at a specified time in Credit
the future and at a specified price. The aggregate value Liquidity
of options on securities (long puts and calls) will not exceed Leverage
10% of a Fund's net assets at the time it purchases the options.
Each Fund will limit obligations under futures, options
on futures, and options on securities to no more than 25%
of the Fund's assets.
------------------------------------------------------------------------------------------------------------------------------------
ILLIQUID SECURITIES: Securities that ordinarily cannot be 1-4 Liquidity
sold within seven business days at the value the Fund Market
has estimated for them. Each Fund may invest up to
15% of its net assets in illiquid securities.
------------------------------------------------------------------------------------------------------------------------------------
INDEX-BASED SECURITIES: Index-based securities such as 1-4 Market
Standard & Poor's Depository Receipts ("SPDRs") and
NASDAQ-100 Index Tracking Stock ("NASDAQ 100s"), represent
ownership in a long-term unit investment trust that holds a
portfolio of common stocks designed to track the price
performance and dividend yield of an index, such as the
S&P 500 Index or the NASDAQ-100 Index. Index-based securities
entitle a holder to receive proportionate quarterly cash
distributions corresponding to the dividends that accrue
to the index stocks in the underlying portfolio, less
trust expenses.
------------------------------------------------------------------------------------------------------------------------------------
INVESTMENT COMPANY SECURITIES: Shares of registered investment 1-4 Market
companies. These may include Huntington Money Market Funds and
other registered investment companies for which Huntington,
its sub-advisers, or any of their affiliates serves as
investment adviser, administrator or distributor. Each of the
Funds may invest up to 5% of its assets in the Shares of any
one registered investment company. A Fund may not, however,
own more than 3% of the securities of any one registered
investment company or invest more than 10% of its assets in the
Shares of other registered investment companies. As a
shareholder of an investment company, a Fund will indirectly
bear investment management fees of that investment company,
which are in addition to the management fees the fund
pays its own adviser.
------------------------------------------------------------------------------------------------------------------------------------
INVESTMENT GRADE SECURITIES: Securities rated BBB or higher 1-4 Market
by Standard & Poor's; Baa or better by Moody's; Credit similarly
rated by other nationally recognized rating organizations; or,
if not rated, determined to be of comparably high
quality by the Adviser.

22
<PAGE>

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MONEY MARKET INSTRUMENTS: Investment-grade, U.S. 1-4 Market
dollar-denominated debt securities with remaining Credit
maturities of one year or less. These may include short-term
U.S. government obligations, commercial paper and other
short-term corporate obligations, repurchase agreements
collateralized with U.S. government securities, certificates
of deposit, bankers' acceptances, and other financial
institution obligations. These securities may carry fixed or
variable interest rates.
------------------------------------------------------------------------------------------------------------------------------------
OBLIGATIONS OF SUPRANATIONAL AGENCIES: Securities issued 2 Credit
by supranational agencies that are chartered to promote Foreign Investment
economic development and are supported by various
governments and government agencies.
------------------------------------------------------------------------------------------------------------------------------------
OPTIONS ON CURRENCIES: A Fund may buy put options and sell 2 Management
covered call options on foreign currencies (traded on U.S. and Liquidity
foreign exchanges or over-the-counter markets). A covered call Credit
option means the Fund will own an equal amount of the underlying Market
foreign currency. Currency options help a Fund manage its exposure Political
to changes in the value of the U.S. dollar relative to other currencies. Leverage
If a Fund sells a put option on a foreign currency, it will establish a Foreign Investment
segregated account with its Custodian consisting of cash, U.S.
government securities or other liquid high-grade bonds in an
amount equal to the amount the Fund would be required to pay
if the put is exercised.
------------------------------------------------------------------------------------------------------------------------------------
PREFERRED STOCKS: Equity securities that generally pay dividends 1-4 Market
at a specified rate and take precedence over common stock in the
payment of dividends or in the event of liquidation.
Preferred stock generally does not carry voting rights.
------------------------------------------------------------------------------------------------------------------------------------
REPURCHASE AGREEMENTS: The purchase of a security and 1-4 Market
the simultaneous commitment to return the security to Leverage
the seller at an agreed upon price on an agreed upon
date. This is treated as a loan.
------------------------------------------------------------------------------------------------------------------------------------
REVERSE REPURCHASE AGREEMENTS: The sale of a security 1-4 Market
and the simultaneous commitment to buy the security back Leverage
at an agreed upon price on an agreed upon date. This is
treated as a borrowing by a Fund.
------------------------------------------------------------------------------------------------------------------------------------
RESTRICTED SECURITIES: Securities not registered under the 1-4 Liquidity
Securities Act of 1933, such as privately placed commercial Market
paper and Rule 144A securities.
------------------------------------------------------------------------------------------------------------------------------------
SECURITIES LENDING: The lending of up to 33 1/3% of the 1-4 Market
Fund's total assets. In return the Fund will receive Leverage
cash, other securities and/or letters of credit. Liquidity
Credit
------------------------------------------------------------------------------------------------------------------------------------
TIME DEPOSITS: Non-negotiable receipts issued by a 1-4 Liquidity
bank in exchange for a deposit of money. Credit
Market
------------------------------------------------------------------------------------------------------------------------------------
TREASURY RECEIPTS: Treasury receipts, Treasury investment 1-4 Market
growth receipts, and certificates of accrual of
Treasury securities.
------------------------------------------------------------------------------------------------------------------------------------
UNIT INVESTMENT TRUSTS: A type of investment vehicle, 1-4 Market
registered with the Securities and Exchange Commission
under the Investment Company Act of 1940, that purchases a
fixed portfolio of income-producing securities, such as
corporate, municipal, or government bonds, mortgage-backed
securities, or preferred stock. Unit holders receive an
undivided interest in both the principal and the income

<PAGE>

portion of the portfolio in proportion to the amount of
capital they invest. The portfolio of securities remains
fixed until all the securities mature and unit holders
have recovered their principal.
------------------------------------------------------------------------------------------------------------------------------------
U.S. GOVERNMENT AGENCY SECURITIES: Securities issued 1-4 Market
by agencies and instrumentalities of the U.S. government. Credit
These include Ginnie Mae, Fannie Mae, and Freddie Mac.
-----------------------------------------------------------------------------------------------------------------------------------
U.S.TREASURY OBLIGATIONS: Bills, notes, bonds, 1-4 Market
separately traded registered interest and principal
securities, and coupons under bank entry safekeeping.
------------------------------------------------------------------------------------------------------------------------------------
VARIABLE AND FLOATING RATE INSTRUMENTS: Obligations with 1-4 Credit
interest rates that are reset daily, weekly, quarterly or on Liquidity
some other schedule. Such instruments may be payable to Market
a Fund on demand.
------------------------------------------------------------------------------------------------------------------------------------
WARRANTS: Securities that give the holder the right to buy a 1-4 Market
proportionate amount of common stock at a specified price. Credit
Warrants are typically issued with preferred stock and bonds.
------------------------------------------------------------------------------------------------------------------------------------
WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS: 1-4 Market
A purchase of, or contract to purchase, securities at a fixed Leverage
price for delivery at a future date. The portfolio managers of Liquidity
each Fund expect that commitments to enter into forward Credit
commitments or purchase when-issued securities will not
exceed 25% of the Fund's total assets.
------------------------------------------------------------------------------------------------------------------------------------
YANKEE BONDS AND SIMILAR DEBT OBLIGATIONS: U.S. dollar 2 Market
denominated bonds issued by foreign corporations or Credit
governments. Sovereign bonds are those issued by the
government of a foreign country. Supranational bonds are
those issued by supranational entities, such as the World
Bank and European Investment Bank. Canadian bonds are those
issued by Canadian provinces.
------------------------------------------------------------------------------------------------------------------------------------
ZERO-COUPON DEBT OBLIGATIONS: Bonds and other types of 2 Credit
debt that pay no interest, but are issued at a discount Market
from their value at maturity. When held to maturity, their Zero Coupon
entire return equals the difference between their
issue price and their maturity value.

</TABLE>

<PAGE>

GLOSSARY OF INVESTMENT RISKS

This section discusses the risks associated with the securities and investment
techniques listed above, as well as the risks mentioned under the heading "What
are the main risks of investing in this Fund?" in each Fund profile. Because of
these risks, the value of the securities held by the Funds may fluctuate, as
will the value of your investment in the Funds. Certain types of investments and
Funds are more susceptible to these risks than others.

CREDIT RISK. The risk that the issuer of a security, or the counterparty to a
contract, will default or otherwise become unable to honor a financial
obligation. Generally speaking, the lower a security's credit rating, the higher
its credit risk. If a security's credit rating is downgraded, its price tends to
decline sharply, especially as it becomes more probable that the issuer will
default.

FOREIGN INVESTMENT RISK. Compared with investing in the United States, investing
in foreign markets involves a greater degree and variety of risk. Investors in
foreign markets may face delayed settlements, currency controls and adverse
economic developments as well as higher overall transaction costs. In addition,
fluctuations in the U.S. dollar's value versus other currencies may erode or
reverse gains from investments denominated in foreign currencies or widen
losses. For instance, foreign governments may limit or prevent investors from
transferring their capital out of a country. This may affect the value of your
investment in the country that adopts such currency controls. Exchange rate
fluctuations also may impair an issuer's ability to repay U.S. dollar
denominated debt, thereby increasing credit risk of such debt. Finally, the
value of foreign securities may be affected by incomplete or inaccurate
financial information about their issuers, social upheavals or political actions
ranging from tax code changes to governmental collapse. These risks are greater
in the emerging markets than in the developed markets of Europe and Japan.

HEDGING. When a derivative (a security whose value is based on that of another
security or index) is used as a hedge against an opposite position that a fund
holds, any loss on the derivative should be substantially offset by gains on the
hedged investment, and vice versa. Although hedging can be an effective way to
reduce a Fund's risk, it may not always be possible to perfectly offset one
position with another. As a result, there is no assurance that a Fund's hedging
transactions will be effective.

INTEREST RATE RISK. The risk that debt prices overall will decline over short or
even long periods due to rising interest rates. Interest rate risk should be
modest for shorter-term securities, moderate for intermediate-term securities,
and high for longer-term securities. Generally, an increase in the average
maturity of a Fund will make it more sensitive to interest rate risk.

INVESTMENT STYLE RISK. The risk that the particular type of investment on which
a Fund focuses (such as small cap value stocks or large cap growth stocks) may
underperform other asset classes or the overall market. Individual market
segments tend to go through cycles of performing better or worse than other
types of securities. These periods may last as long as several years.
Additionally, a particular market segment could fall out of favor with
investors, causing a Fund that focuses on that market segment to underperform
those that favor other kinds of securities.

LEVERAGE RISK. The risk associated with securities or investment practices that
magnify small index or market movements into large changes in value. Leverage is
often associated with investments in derivatives, but also may be embedded
directly in the characteristics of other securities.

LIQUIDITY RISK. The risk that a security may be difficult or impossible to sell
at the time and price the seller wishes. The seller may have to accept a lower
price for the security, sell other securities instead, or forego a more
attractive investment opportunity. All of this could hamper the management or
performance of a Fund.

MANAGEMENT RISK. The risk that a strategy used by a Fund's portfolio manager may
fail to produce the intended result. This includes the risk that changes in the
value of a hedging instrument will not match those of the asset being hedged.

<PAGE>

MARKET RISK. The risk that a security's market value may decline, sometimes
rapidly and unpredictably. These fluctuations may cause a security to be worth
less than the price the investor originally paid for it, or less than it was
worth at an earlier time. Market risk may affect a single issuer, industrial
sector or the market as a whole. For fixed-income securities, market risk is
largely influenced by changes in interest rates. Rising interest rates typically
cause the value of bonds to decrease, while falling rates typically cause the
value of bonds to increase.

POLITICAL RISK. The risk of investment losses attributable to unfavorable
governmental or political actions, seizure of foreign deposits, changes in tax
or trade statutes, and governmental collapse and war.

REGULATORY RISK. The risk that federal and state laws may restrict an investor
from seeking recourse when an issuer has defaulted on the interest and/or
principal payments it owes on its obligations. These laws include restrictions
on foreclosures, redemption rights after foreclosure, Federal and state
bankruptcy and debtor relief laws, restrictions on "due on sale" clauses, and
state usury laws.

ZERO COUPON RISK. The market prices of securities structured as zero coupon or
pay-in-kind securities are generally affected to a greater extent by interest
rate changes. These securities tend to be more volatile than securities that pay
interest periodically.

26
<PAGE>
<TABLE>

<S> <C>

More information about the Funds is available free For copies of Annual or Semi-Annual Reports, the
upon request, including the following: Statement of Additional 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 Funds, WRITE
portfolio holdings and other financial The Huntington Funds
information. The Annual Report includes similar P.O. Box 8526
audited information as well as a letter from the Boston, MA 02266
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 SEC's website, http://www.sec.gov, contains
text-only versions of The Huntington Funds
documents.
STATEMENT OF ADDITIONAL INFORMATION
CONTACT THE SEC
Provides more detailed information about the Funds
and its policies. A current Statement of Call (202) 942-8090 about visiting the SEC's
Additional Information is on file with the Public Reference Room in Washington D.C. to
Securities and Exchange Commission and is review and copy information about the Funds.
incorporated by reference into (considered a legal
part of) this Prospectus. Alternatively, you may send your request to the
SEC by e-mail at [email protected] or by mail
THE HUNTINGTON NATIONAL BANK, a subsidiary of with a duplicating fee to the SEC's Public
Huntington Bancshares, Incorporated, is the Reference Section, 450 Fifth Street, NW,
Investment Adviser, Administrator and Custodian of Washington, D.C. 20549-0102.
The Huntington Funds.

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

27
<PAGE>

[LOGO] HUNTINGTON FUNDS

HUNTINGTON FUNDS SHAREHOLDER SERVICES: 1-800-253-0412
Huntington Investment Company, Member NASD/SIPC: 1-800-322-4600

oNot FDIC Insured oNo Bank Guarantee oMay Lose Value
SEC File No.811-5010

THE HUNTINGTON FUNDS

Investment A Shares
Investment B Shares

PROSPECTUS

Dividend Capture Fund
International Equity Fund
Mid/Small Cap Fund
New Economy Fund

March 1, 2001

<PAGE>

HOW TO READ THIS PROSPECTUS

The Huntington Funds is a mutual fund family that offers different classes of
Shares in separate investment portfolios (Funds). The Funds have various
investment goals and strategies. This prospectus gives you important information
about the Investment A Shares and Investment B Shares of the Dividend Capture
Fund, the International Equity Fund, the Mid/Small Cap Fund , and the New
Economy Fund that you should know before investing. Each Fund also offers Trust
Shares, which are offered in a separate prospectus.

INDIVIDUAL HUNTINGTON FUND SUMMARIES

Dividend Capture Fund........................................................
International Equity Fund....................................................
Mid/Small Cap Fund...........................................................
New Economy Fund.............................................................

SHAREOWNER GUIDE - HOW TO INVEST IN THE HUNTINGTON FUNDS

Distribution of the Funds....................................................
Distribution Plan (12b-1 Fees)...............................................
Sales Charges................................................................
Contingent Deferred Sales Charges............................................
Purchasing Shares............................................................
Exchanging Shares............................................................
Redeeming Shares.............................................................

MORE ABOUT THE HUNTINGTON FUNDS

Management of the Funds......................................................
Dividends and Distributions..................................................
Tax Consequences.............................................................
Investment Practices.........................................................
Glossary of Investment Risks.................................................

FOR MORE INFORMATION ABOUT THE HUNTINGTON FUNDS, PLEASE SEE THE BACK COVER OF
THE PROSPECTUS

<PAGE>

INTRODUCTION

<PAGE>

DIVIDEND CAPTURE FUND

FUND SUMMARY

INVESTMENT GOAL To seek total return on investment, with
dividend income as an important
component of that return

INVESTMENT FOCUS U.S. common stocks and covered option
positions relative to those stocks

PRINCIPAL INVESTMENT STRATEGY Attempts to identify stocks that pay
dividends and hedge against adverse
market swings

SHARE PRICE VOLATILITY Moderate

INVESTOR PROFILE Investors seeking capital appreciation
potential with higher current income than
the average stock fund

INVESTMENT STRATEGY

The Huntington Dividend Capture Fund seeks total return on investment, with
dividend income as an important component of that return.

In-depth fundamental research confirms the value characteristics of individual
stocks and evaluates the company's future prospects.

The companies in which the Fund invests are generally mature,
large-capitalization U.S. corporations.

For a more complete description of the securities in which the Fund can invest,
please see "Investment Practices."

WHAT ARE THE MAIN RISKS OF INVESTING IN THIS FUND?

Your investment in the Fund may be subject to the following risks:

<PAGE>

falling prices. The value of your investment will tend to increase or decrease
in response to these movements.

The Fund may trade securities actively, which could increase its transaction
costs (thereby lowering its performance) and increase the amount of taxes that
you pay.

For more information about these risks, please see "Glossary of Investment
Risks."

PERFORMANCE INFORMATION

FEES AND EXPENSES

--------------------------------------------------------------------------------
SHAREHOLDER FEES
INVESTMENT A INVESTMENT B
SHARES SHARES
------ ------

Maximum Sales Charge (Load) Imposed on Purchase
(as a percentage of offering price)* 5.75% 0%
Maximum Deferred Sales Charge (Load)
(as a percentage of net asset value)** 0% 6.00%
Redemption Fee
(as a percentage of amount redeemed, if applicable)*** 0% 0%

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

ANNUAL FUND OPERATING EXPENSES
INVESTMENT A INVESTMENT B
SHARES SHARES
------ ------
Investment Advisory Fees 0.75% 0.75%
Distribution and/or Service (12b-1) Fees 0.25% 1.00%
Other Expenses % %
TOTAL ANNUAL FUND OPERATING EXPENSES+ % %

* This sales charge varies depending upon how much you invest. See "Distribution
of the Funds- Sales Charges."
**If you sell Investment A Shares within one year of buying them and you
purchased those Shares without a sales
charge because your initial investment was $1 million or greater, you must pay a
Contingent Deferred Sales Charge of 1.00%. See "Distribution of the Funds- Sales
Charges."
***Does not include any wire transfer fees, if applicable.
+The Fund's Adviser has agreed to contractually waive fees in order to keep
total operating expenses for Investment A Shares from exceeding ____% and for
Investment B Shares from exceeding ___%, for the period through
____.

<PAGE>

1 YEAR 3 YEARS

INVESTMENT A SHARES $___ $___
INVESTMENT B SHARES
If you do not sell your shares: $___ $___
If you sell your shares at the
end of the period: $___ $___

<PAGE>

INTERNATIONAL EQUITY FUND

FUND SUMMARY

INVESTMENT GOAL To seek long-term capital appreciation by
investing primarily in equity securities of
foreign issuers

INVESTMENT FOCUS Common stocks of foreign companies

PRINCIPAL INVESTMENT STRATEGY Attempts to identify reasonably priced
foreign stocks with above- average growth
potential

SHARE PRICE VOLATILITY High

INVESTOR PROFILE Investors who want capital appreciation,
are willing to accept the increased risks of
international investing for the possibility
of higher returns, and want exposure to a
diversified portfolio of international
stocks

INVESTMENT STRATEGY

For a more complete description of the securities in which the Fund can invest,
please see "Investment Practices."

WHAT ARE THE MAIN RISKS OF INVESTING IN THIS FUND?

Your investment in the Fund may be subject to the following risks:

<PAGE>

INVESTMENT STYLE RISK: The possibility that the securities on which this Fund
focuses--the stocks of foreign companies--may underperform other kinds of
investments or the market as a whole.

In addition, the Fund may trade securities actively, which could increase its
transaction costs (thereby lowering its performance) and may increase the amount
of taxes that you pay.

For more information about these risks, please see "Glossary of Investment
Risks."

PERFORMANCE INFORMATION

FEES AND EXPENSES

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

SHAREHOLDER FEES
INVESTMENT A INVESTMENT B
SHARES SHARES
------ ------
Maximum Sales Charge (Load) Imposed on Purchase
(as a percentage of offering price)* 5.75% 0%
Maximum Deferred Sales Charge (Load)
(as a percentage of net asset value)** 0% 6.00%
Redemption Fee
(as a percentage of amount redeemed, if applicable)*** 0% 0%

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

ANNUAL FUND OPERATING EXPENSES
INVESTMENT A INVESTMENT B
SHARES SHARES
------ ------
Investment Advisory Fees 1.00% 1.00%
Distribution and/or Service (12b-1) Fees 0.25% 1.00%
Other Expenses % %
- -
TOTAL ANNUAL FUND OPERATING EXPENSES+ % %

8
<PAGE>

Sales Charge of 1.00%. See "Distribution of the Funds- Sales
Charges."
***Does not include any wire transfer fees, if applicable.
+The Fund's Adviser has agreed to contractually waive fees in order to keep
total operating expenses for Investment A Shares from exceeding ____% and for
Investment B Shares from exceeding __%, for the period through
____.

1 YEAR 3 YEARS

INVESTMENT A SHARES $___ $___
INVESTMENT B SHARES
If you do not sell your shares: $___ $___
If you sell your shares at the
end of the period: $___ $___

<PAGE>

MID/SMALL CAP FUND

FUND SUMMARY

INVESTMENT GOAL To seek capital appreciation by investing
primarily in equity securities of
companies that are either included in the
Russell 3000(R) Index or have market
capitalizations within the range of such
included companies

INVESTMENT FOCUS Common stocks

PRINCIPAL INVESTMENT STRATEGY Attempts to identify companies with
outstanding growth characteristics

SHARE PRICE VOLATILITY Moderate to high

INVESTOR PROFILE Long-term investors seeking capital
appreciation

INVESTMENT STRATEGY

The Huntington Mid/Small Cap Fund seeks capital appreciation by investing
primarily in a diversified portfolio of securities consisting of common stocks
and securities convertible into common stocks such as convertible bonds and
convertible preferred stocks. To pursue this goal, the Fund invests primarily in
common stocks of companies with market capitalizations at the time of purchase
in the range of companies in the Russell 3000(R) Index. The Fund will mainly
focus on the 2000 companies with market capitalization in the middle of the
Russell 3000(R) Index and will normally not invest in the 500 companies with the
largest market capitalization or the 500 companies with the smallest market
capitalization. The Russell 3000(R) Index represents the top 3,000 NASDAQ, NYSE,
and AMEX U.S. domiciled stocks as ranked by their market capitalization. As of
the date of this prospectus, the Russell 3000(R) Index statistics were as
follows: the average market capitalization was approximately $___ billion, the
median market capitalization was approximately $___ billion, and the smallest
company in the Index had an approximate market capitalization of $___ billion.

WHAT ARE THE MAIN RISKS OF INVESTING IN THIS FUND?

Your investment in the Fund may be subject to the following risks:

<PAGE>

In addition, the Fund may trade securities actively, which could increase its
transaction costs (thereby lowering its performance) and may increase the amount
of taxes that you pay.

For more information about these risks, please see "Glossary of Investment
Risks."

FEES AND EXPENSES

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

* This sales charge varies depending upon how much you invest. See
"Distribution of the Funds- Sales Charges."
**If you sell Investment A Shares within one year of buying them and you
purchased those Shares without a sales charge because your initial investment
was $1 million or greater, you must pay a Contingent Deferred Sales Charge of
1.00%. See "Distribution of the Funds- Sales Charges."
***Does not include any wire transfer fees, if applicable.
+The Fund's Adviser has agreed to contractually waive fees in order to keep
total operating expenses for Investment A Shares from exceeding ____% and for
Investment B Shares from exceeding __%, for the period through ____.

<PAGE>

that each year your investment has a 5% return and that the Fund's expenses
remain the same. Although your actual costs and returns may be different, your
approximate costs of investing $10,000 in the Fund would be:

1 YEAR 3 YEARS

INVESTMENT A SHARES $___ $___
INVESTMENT B SHARES
If you do not sell your shares: $___ $___
If you sell your shares at the
end of the period: $___ $___

<PAGE>

NEW ECONOMY FUND

FUND SUMMARY

INVESTMENT GOAL To seek capital appreciation by investing
primarily in equity securities of companies
engaged in developing products, processes,
or services that provide technological or
scientific advances and efficiencies

INVESTMENT FOCUS Common stocks of technology and scientific
companies

PRINCIPAL INVESTMENT STRATEGY Long-term capital appreciation

SHARE PRICE VOLATILITY High

INVESTOR PROFILE Long-term investors seeking capital
appreciation

INVESTMENT STRATEGY

Under normal market conditions, the Fund invests at least 65% of total assets in
the equity securities of U.S. and, to a lesser extent, foreign, technology and
scientific companies.

The Fund reserves the right to invest up to 35% of total assets in other
securities, such as, corporate bonds and government securities.

WHAT ARE THE MAIN RISKS OF INVESTING IN THIS FUND?

Your investment in the Fund may be subject to the following risks:

<PAGE>

The Fund may trade securities actively, which could increase its transaction
costs (thereby lowering its performance) and increase the amount of taxes that
you pay.

For more information about these risks, please see "Glossary of Investment
Risks."

FEES AND EXPENSES

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

ANNUAL FUND OPERATING EXPENSES
INVESTMENT A INVESTMENT B
SHARES SHARES
------ ------
Investment Advisory Fees 0.85% 0.85%
Distribution and/or Service (12b-1) Fees 0.25% 1.00%
Other Expenses % %
- -
TOTAL ANNUAL FUND OPERATING EXPENSES+ % %

14
<PAGE>

***Does not include any wire transfer fees, if applicable.
+The Fund's Adviser has agreed to contractually waive fees in order to keep
total operating expenses for Investment A Shares from exceeding ____% and for
Investment B Shares from exceeding __%, for the period through ____.

1 YEAR 3 YEARS

INVESTMENT A SHARES $___ $___
INVESTMENT B SHARES $___ $___
If you do not sell your shares:
If you sell your shares at the
end of the period: $___ $___

<PAGE>

DISTRIBUTION OF THE FUNDS

SEI Investments Distribution Co., whose address is One Freedom Valley Road,
Oaks, Pennsylvania 19456, serves as the Distributor of the Funds offered by this
Prospectus.

In connection with the sale of Investment A Shares, the Distributor collects the
applicable sales charge and, if the sale is made through a registered
broker-dealer, generally pays the selling broker-dealer up to 90% of that
amount. The Distributor retains any portion not paid to a broker-dealer. The
Distributor also collects any applicable contingent deferred sales charges in
connection with the redemption of Investment B Shares and retains the amounts
collected. The Distributor may use these funds to pay banks for providing sales
and/or administrative services on behalf of its customers who purchase
Investment A Shares or Investment B Shares.

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 to pay brokers, dealers
and other financial institutions distribution and/or administrative services
fees (12b-1 fees) in connection with the sale and distribution of Investment A
Shares and Investment B Shares and the provision of shareholder services to such
classes of shareholders. 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 each of the Funds offered by this Prospectus, the maximum 12b-1 fee is 0.25%
of the applicable Funds Investment A Shares average daily net assets and 1.00%
of the applicable Fund's Investment B Shares average daily net assets. For
Investment A Shares, fees are accrued daily, payable quarterly and calculated on
an annual basis. For Investment B Shares, fees are accrued daily, payable
monthly and calculated on an annual basis.

SALES CHARGES

Purchases of Investment A Shares of any of the Funds are subject to front-end
sales charges.

<PAGE>

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

INVESTMENT A SHARES SALES CHARGES AND QUANTITY DISCOUNTS

Sales Charge as a Sales Charge as a
Percentage of Percentage of
PUBLIC OFFERING PRICE NET AMOUNT INVESTED
--------------------- -------------------
AMOUNT OF TRANSACTION
---------------------
Under $100,000 5.75% 6.12%

$100,000-$249,999 4.75% 5.00%

$250,000-$499,999 4.00% 4.16%

$500,000-$749,999 2.95% 3.04%

$750,000-$1,000,000 2.20% 2.24%

Over $1,000,000 0.00%* 0.00%*

*Sales of these shares within one year of the date of purchase will be
subject to a redemption fee of 1.00%.

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

Quantity discounts and other reductions may also apply in certain special
situations described below. If you think you qualify, please call The Huntington
Funds at (800) 253-0412. The Distributor will reduce or eliminate the sales
charge, as applicable, once it confirms your qualification.
NO SALES CHARGES WILL APPLY TO PURCHASES OF INVESTMENT A SHARES MADE:

X Through the automatic reinvestment of dividends and capital gains
distributions
X By current Trustees and officers of the Trust, their spouses and
immediate family members
X By current officers, directors and employees of Huntington Bancshares
Incorporated (HBI) or its subsidiaries, their spouses and immediate family
members
X By retired officers and employees of HBI or its subsidiaries and their spouses
X By participants in certain financial services programs offered by HBI
subsidiaries C By members of certain affinity groups which have entered into
arrangements with the Adviser or the Distributor
X By investors who have sold shares of an Equity or Income Fund within the last
30 days (not available more than once)

REDUCED SALES CHARGES ON INVESTMENT A SHARES (BASED ON THE QUANTITY DISCOUNTS
NOTED ABOVE) WILL APPLY TO PURCHASES MADE:

X By investors whose multiple investments over time in the same Fund total an
amount subject to a quantity discount
X By investors whose investment in a Fund, plus investments by their spouse and
children under 21 made at the same time, total an amount subject to a
quantity discount
X By investors who sign a letter of intent to invest at least $100,000 total in
the Equity or Income Funds within a 13-month period
X By investors whose investments in multiple Funds at the same time total an
amount subject to a quantity discount
X By trustees or fiduciaries whose investments on behalf of a single trust
estate or fiduciary account total an amount subject to a quantity discount

<PAGE>

More information about these reductions is provided in the Statement of
Additional Information.

CONTINGENT DEFERRED SALES CHARGES

Purchases of Investment B Shares are not subject to any front-end sales charges;
however, we will assess a contingent deferred sales charge (CDSC) when you
redeem Investment B Shares, based on the amount of time you have held those
shares as follows:

Year of Redemption
(BASED ON PURCHASE DATE) CDSC
------------------------ ----
Year 1 6.00%
Year 2 5.00%
Year 3 4.00%
Year 4 3.00%
Year 5 2.00%
Year 6 1.00%
Year 7 or later 0.00%

SHOULD THIS TABLE BE REVISED TO REFLECT A 5 YEAR REDUCTION?

For each redemption, we will first redeem shares which are not subject to CDSCs,
if any, and then shares which you have held for the longest period of time. The
applicable CDSC will then be charged on the lesser of current market value and
the original cost of the Investment B Shares being redeemed.

NO CDSC WILL APPLY TO REDEMPTIONS OF SHARES:
X Acquired through dividend or capital gains reinvestments
X Redeemed in order to meet Internal Revenue Code minimum required
distributions from Individual Retirement Accounts (IRAs)
X Redeemed following the death of the shareholder in whose name such shares
are held

PURCHASING SHARES

You may purchase Investment A Shares or Investment B Shares of the Funds offered
by this Prospectus on any business day when both the Federal Reserve Bank and
the New York Stock Exchange are open. In connection with the sale of a Fund's
Investment A Shares or Investment B 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 A Share is its net asset value (determined
after the order is considered received), plus any applicable sales charge. The
offering price of an Investment B Share is simply its net asset value
(determined after the order is considered received).

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

In order to purchase Investment A Shares or Investment B Shares on a particular
day, the Trust must receive payment before 4:00 p.m. (Eastern Time) that day.
Orders placed through an intermediary, such as your Huntington Personal Banker
or the Huntington Investment Company, must be received and transmitted to the

<PAGE>

Trust before the applicable cut-off time in order for shares to be purchased
that day. It is the intermediary's responsibility to transmit orders promptly,
however, you should allow sufficient time for orderly processing and
transmission.

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

INVESTMENT B SHARES CONVERSION FEATURE

Once you hold Investment B Shares for eight years, they will automatically
convert tax-free into Investment A Shares of the same Fund. After the
conversion, you will have the same dollar value investment, although you may
have more or less shares due to differences in the net asset values of
Investment A Shares and Investment B Shares.

Investment A Shares carry lower distribution (12b-1) fees than Investment B
Shares. Although Investment A Shares also carry a front-end sales charge, you
will not incur any sales charges upon conversion.

<PAGE>

HOW TO BUY INVESTMENT A SHARES OR INVESTMENT B SHARES

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

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

3. MAKE PAYMENT
X By check payable to the applicable Huntington Fund and share class (e.g.
Huntington Dividend Capture Fund - Investment B 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)

X 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.

SYSTEMATIC INVESTMENT PROGRAM

You may invest on a regular basis in Investment A Shares or Investment B Shares
of one or more Funds offered by this Prospectus 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, subject to any applicable sales
charges, in Investment A Shares or Investment B Shares of the Fund or Funds you
specify. Purchases of Investment A Shares through the Program will be assessed
the applicable sales charge. Your participation in the Program may be canceled
if you do not maintain sufficient funds in your bank account to pay for your
investment.

<PAGE>

EXCHANGING SHARES

On any business day when both the Federal Reserve Bank and the New York Stock
Exchange are open, you may exchange shares of any Huntington Fund for the same
class of shares of any other Huntington Fund offering such shares.

In order to exchange shares of a Fund on a particular day, the Trust must
receive your request before 4:00 p.m. (Eastern Time) that day. The information
in this Prospectus refers only to the Funds offered herein. Please refer to the
Prospectus that corresponds to the Fund you are exchanging.

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.
In addition, if you exchange shares of a Fund that imposes a sales charge into
another Fund that imposes such a charge, there may be special tax consequences.

The Statement of Additional Information contains more information about
exchanges.

EXCHANGING INVESTMENT A SHARES

For Investment A Shares, the Trust makes exchanges at net asset value
(determined after the order is considered received), plus any applicable sales
charges.

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

EXCHANGE EXCHANGE INTO SALES CHARGE
OUT OF

Any Money Market Any Money
Fund Market Fund NO

Any Money Market Any Equity or YES - See
Fund Income Fund "Sales Charges"

Any Income or Any Money
Equity Fund Market, Equity NO
or Income Fund
----------------------------------------------------

EXCHANGING INVESTMENT B SHARES

For Investment B Shares, the Trust makes exchanges at net asset value
(determined after the order is considered received) without any contingent
deferred sales charge.

Once you make an exchange, the Trust carries over the holding period of your
exchanged Investment B Shares to your new Investment B Shares for purposes of
calculating any CDSC upon redemption.

<PAGE>

HOW TO EXCHANGE SHARES

1. SATISFY THE MINIMUM ACCOUNT BALANCE REQUIREMENTS
X You must maintain the required minimum account balance in the Fund out of
which you are exchanging shares.

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

3. PROVIDE THE REQUIRED INFORMATION
X Name of the Fund from which you wish to make the exchange (exchange
OUT OF)
X Specify the Investment A Shares or Investment B Shares class
X Your account number
X The name and address on your account
X The dollar amount or number of shares to be exchanged
X Name of the Fund into which you wish to make the exchange (exchange
INTO) - (Make sure this Fund offers the applicable class of shares)
X Your signature (for written requests)

<PAGE>

REDEEMING SHARES

You may redeem Investment A Shares or Investment B Shares of the Funds offered
by this Prospectus 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 A Share will be its net
asset value (determined after the order is considered received). The price at
which the Trust will redeem an Investment B Share will be its net asset value
(determined after the order is considered received), less any applicable
contingent deferred sales charge (CDSC). All Funds offering Investment B Shares,
including the Money Market Fund, are subject to CDSCs.

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

In order to redeem Investment A or Investment B Shares on a particular day, the
Trust must receive your request before 4:00 p.m. (Eastern Time) for each of the
Funds offered through this prospectus.

For shareholders who request redemptions prior to the applicable cut-off time
for the Fund being redeemed, usually the proceeds will be wired or a check will
be mailed on the same day for Investment A Shares and on the following business
day for Investment B Shares; for redemption requests received after the
applicable 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 for
Investment A Shares and the second business day after net asset value is next
determined for Investment B Shares. 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.

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 account
balance in any one Fund falls below $1,000, the Trust may choose to redeem those
shares, subject to any applicable CDSCs, 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 a
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.

HOW TO REDEEM INVESTMENT A SHARES OR INVESTMENT B SHARES

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

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

<PAGE>

2. PROVIDE THE REQUIRED INFORMATION
X The name of the Fund from which you wish to redeem shares
X Specify the Investment A Shares or Investment B Shares class
X Your account number
X The name and address on your account
X Your bank's wire transfer information (for wire transfers)
X The dollar amount or number of shares you wish to redeem
X Your signature (for written requests)

SYSTEMATIC WITHDRAWAL PROGRAM

You may choose to receive periodic payments from redemptions of Investment A
Shares or Investment B Shares, subject to any applicable CDSCs, of one or more
Funds 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.

MANAGEMENT OF THE TRUST

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.

<PAGE>

SUB-ADVISER

Information on SUB-ADVISER. As of ______, 2000, Sub-Advisor managed assets in
excess of $___ million.

PORTFOLIO MANAGERS

BERNIE SHINKEL, a Vice President of Huntington, is the portfolio manager for the
New Economy Fund. Mr. Shinkel has over thirty years of experience in financial
consulting and investment management. Prior to joining Huntington, he was a
partner at a strategic and financial consulting firm and a principal at an
investment management firm. Currently, Mr. Shinkel is responsible for all
investment management of the Private Financial Group of The Huntington National
Bank for Southeast Michigan and Toledo, Ohio markets. Mr. Shinkel received his
masters degrees in Management from Purdue University and in Taxation from Walsh
College of Accountancy and Business. He received his Ph. D. in Management from
Purdue University.

____________, {Add sub-adviser co-portfolio manager}.

DIVIDENDS AND DISTRIBUTIONS

Each of the Funds offered by this Prospectus declares and pays dividends on
investment income monthly. The Funds also make distributions of net capital
gains, if any, at least annually.

<PAGE>

DISTRIBUTION OPTIONS

All dividends and distributions payable to a holder of Investment A Shares or
Investment B Shares will be automatically reinvested in additional shares of the
same class of the income-producing Fund, unless the shareholder makes an
alternative election. Shareholders of any of the Funds offered by this
Prospectus may choose to receive all distributions in cash. Shareholders of any
of the Funds offered by this Prospectus may choose to reinvest capital gains
distributions, but receive all other distributions in cash.

TAX CONSEQUENCES

FEDERAL INCOME TAXES

Each of the Funds offered by this Prospectus intends to distribute to
shareholders dividends of its net investment income and distributions of capital
gains. Distributions of income, whether or not they are reinvested in Fund
shares, may be subject to federal income tax.
For all of the Funds offered by this Prospectus, 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 a Fund holds a security.

<PAGE>

INVESTMENT PRACTICES

FUND NAME FUND CODE

Dividend Capture Fund 1
International Equity Fund 2
Mid/Small Cap Fund 3
New Economy Fund 4

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

INSTRUMENT FUND CODE RISK TYPE

<S> <C> <C>
AMERICAN DEPOSITORY RECEIPTS (ADRS): ADRs 1-4 Market
are foreign Shares of a company held by a U.S. Political
bank that issues a receipt evidencing ownership. Foreign Investment
ADRs pay dividends in U.S. dollars.
-------------------------------------------------------------------------------------------------------------------
BANKERS'ACCEPTANCES: Bills of exchange or time drafts 1-4 Credit
drawn on and accepted by a commercial bank. They generally Liquidity
have maturities of six months or less. Market
-------------------------------------------------------------------------------------------------------------------
BONDS: Interest-bearing or discounted government or corporate 2 Market
securities that obligate the issuer to pay the bondholder Credit
a specified sum of money, usually at specific intervals, and
to repay the principal amount of the loan at maturity.
-------------------------------------------------------------------------------------------------------------------
CALL AND PUT OPTIONS: A call option gives the buyer the 1-4 Management
right to buy, and obligates the seller of the Liquidity
option to sell, a security at a specified price. A Credit
put option gives the buyer the right to sell, and Market
obligates the seller of the option to buy, a security Leverage
at a specified price. The Funds will sell only covered call and
secured put options, and may buy bonds' existing option
contraction known as "closing transations".
--------------------------------------------------------------------------------------------------------------------
CERTIFICATES OF DEPOSIT: Negotiable instruments 1-4 Market
with a stated maturity. Credit
Liquidity
---------------------------------------------------------------------------------------------------------------------
COMMERCIAL PAPER: Secured and unsecured short-term 1-4 Credit
promissory notes issued by corporations and other entities. Liquidity
Their maturities generally vary from a few days to nine months. Market
---------------------------------------------------------------------------------------------------------------------
COMMON STOCK: Shares of ownership of a company. 1-4 Market
---------------------------------------------------------------------------------------------------------------------
CONVERTIBLE
SECURITIES: Bonds or preferred stock that 1-4 Market
convert to common stock. Credit
---------------------------------------------------------------------------------------------------------------------
DEMAND
NOTES: Securities that are subject to puts and
standby commitments to purchase the securities at a 1-4 Market
fixed price (usually with accrued interest) Liquidity
within a fixed period of time following Management
demand by a Fund.
---------------------------------------------------------------------------------------------------------------------
DERIVATIVES:
Instruments whose value is derived from 1-4 Management
an underlying contract, index or security, or any Market

27
<PAGE>

combination thereof, including futures, options Credit
(e.g., put and calls), options on futures, swap Liquidity
agreements, and some mortgage-backed securities. Leverage
----------------------------------------------------------------------------------------------------------------------
FOREIGN SECURITIES: Stocks issued by foreign companies including 1-4 Market
ADRs and Global Depository Receipts (GDRs), as well as Political
Commercial paper of foreign issuers and obligations of foreign Foreign Investment
governments, companies, banks, overseas branches of U.S. banks Liquidity
or supranational entities.
-----------------------------------------------------------------------------------------------------------------------
FORWARD FOREIGN CURRENCY CONTRACTS: An obligation to 2-4 Management
purchase or sell a specific amount of a currency at a Liquidity
fixed future date and price set by the parties Credit
involved at the time the contract is negotiated. Market
Political
Leverage
Foreign Investment
-----------------------------------------------------------------------------------------------------------------------
FUTURES AND RELATED OPTIONS: A contract providing for the 1-4 Management
future sale and purchase of a specific amount of a specific Market
security, class of securities, or index at a specified time in Credit
the future and at a specified price. The aggregate value Liquidity
of options on securities (long puts and Leverage
calls) will not exceed 10% of a Fund's net assets at the time it
purchases the options. Each Fund will limit obligations under
futures, options on futures, and options on securities to no
more than 25% of the Fund's assets.
-----------------------------------------------------------------------------------------------------------------------
ILLIQUID SECURITIES: Securities that ordinarily cannot be 1-4 Liquidity
sold within seven business days at the value the Fund Market
has estimated for them. Each Fund may invest up to
15% of its net assets in illiquid securities.
-----------------------------------------------------------------------------------------------------------------------
INDEX-BASED SECURITIES: Index-based securities such as 1-4 Market
Standard & Poor's Depository Receipts ("SPDRs") and
NASDAQ-100 Index Tracking Stock ("NASDAQ 100s"), represent
ownership in a long-term unit investment trust that holds a
portfolio of common stocks designed to track the price
performance and dividend yield of an index, such as the
S&P 500 Index or the NASDAQ-100 Index. Index-based
securities entitle a holder to receive proportionate
quarterly cash distributions corresponding to the
dividends that accrue to the index stocks in the
underlying portfolio, less trust expenses.
-----------------------------------------------------------------------------------------------------------------------
INVESTMENT COMPANY SECURITIES: Shares of registered 1-4 Market
investment companies. These may include Huntington Money
Market Funds and other registered investment companies for
which Huntington, its sub-advisers, or any of their affiliates
serves as investment adviser, administrator or distributor.
Each of the Funds may invest up to 5% of its assets in the
Shares of any one registered investment company. A Fund may
not, however, own more than 3% of the securities of any one
registered investment company or invest more than 10% of its
assets in the Shares of other registered investment companies.
As a shareholder of an investment company, a Fund will
indirectly bear investment management fees of that investment
company, which are in addition to the management fees
the fund pays its own adviser.
-------------------------------------------------------------------------------------------------------------------------
INVESTMENT GRADE SECURITIES: Securities rated BBB or higher 1-4 Market
by Standard & Poor's; Baa or better by Moody's; Credit
similarly rated by other nationally recognized
rating organizations; or, if not rated, determined to be of
comparably high quality by the Adviser.
--------------------------------------------------------------------------------------------------------------------------
MONEY MARKET INSTRUMENTS: Investment-grade, U.S. 1-4 Market
dollar-denominated debt securities with remaining Credit

<PAGE>

maturities of one year or less. These may include short-term
U.S. government obligations, commercial paper and other
short-term corporate obligations, repurchase agreements
collateralized with U.S. government securities, certificates
of deposit, bankers' acceptances, and other financial
institution obligations. These securities may carry fixed or
variable interest rates.
---------------------------------------------------------------------------------------------------------------------
OBLIGATIONS OF SUPRANATIONAL AGENCIES: Securities issued 2 Credit
by supranational agencies that are chartered to promote Foreign Investment
economic development and are supported by various
governments and government agencies.
---------------------------------------------------------------------------------------------------------------------
OPTIONS ON CURRENCIES: A Fund may buy put options and sell 2 Management
covered call options on foreign currencies (traded on U.S. and Liquidity
foreign exchanges or over-the-counter markets). A covered call Credit
option means the Fund will own an equal amount of the underlying Market
foreign currency. Currency options help a Fund manage its exposure Political
to changes in the value of the U.S. dollar relative to other currencies. Leverage
If a Fund sells a put option on a foreign currency, it will establish Foreign Investment
a segregated account with its Custodian consisting of cash, U.S.
government securities or other liquid high-grade bonds in an
amount equal to the amount the Fund would be required to pay
if the put is exercised.
---------------------------------------------------------------------------------------------------------------------
PREFERRED STOCKS: Equity securities that generally pay dividends 1-4 Market
at a specified rate and take precedence over common stock in the
payment of dividends or in the event of liquidation.
Preferred stock generally does not carry voting rights.
---------------------------------------------------------------------------------------------------------------------
REPURCHASE AGREEMENTS: The purchase of a security and 1-4 Market
the simultaneous commitment to return the security to Leverage
the seller at an agreed upon price on an agreed upon
date. This is treated as a loan.
---------------------------------------------------------------------------------------------------------------------
REVERSE REPURCHASE AGREEMENTS: The sale of a security 1-4 Market
and the simultaneous commitment to buy the security back Leverage
at an agreed upon price on an agreed upon date. This is
treated as a borrowing by a Fund.
---------------------------------------------------------------------------------------------------------------------
RESTRICTED SECURITIES: Securities not registered under the 1-4 Liquidity
Securities Act of 1933, such as privately placed commercial Market
paper and Rule 144A securities.
---------------------------------------------------------------------------------------------------------------------
SECURITIES LENDING: The lending of up to 33 1/3% of the 1-4 Market
Fund's total assets. In return the Fund will receive Leverage
cash, other securities and/or letters of credit. Liquidity
Credit
---------------------------------------------------------------------------------------------------------------------
TIME DEPOSITS: Non-negotiable receipts issued by a 1-4 Liquidity
bank in exchange for a deposit of money. Credit
Market
---------------------------------------------------------------------------------------------------------------------
TREASURY RECEIPTS: Treasury receipts, Treasury investment 1-4 Market
growth receipts, and certificates of accrual of Treasury
securities.
---------------------------------------------------------------------------------------------------------------------
UNIT INVESTMENT TRUSTS: A type of investment vehicle, 1-4 Market
registered with the Securities and Exchange Commission
under the Investment Company Act of 1940, that purchases
a fixed portfolio of income-producing securities, such as
corporate, municipal, or government bonds, mortgage-backed
securities, or preferred stock. Unit holders receive an
undivided interest in both the principal and the income
portion of the portfolio in proportion to the amount of
capital they invest. The portfolio of securities remains
fixed until all the securities mature and unit holders
have recovered their principal.
---------------------------------------------------------------------------------------------------------------------

<PAGE>

U.S. GOVERNMENT AGENCY SECURITIES: Securities issued 1-4 Market
by agencies and instrumentalities of the U.S. government. Credit
These include Ginnie Mae, Fannie Mae, and Freddie Mac.
----------------------------------------------------------------------------------------------------------------------
U.S. TREASURY OBLIGATIONS: Bills, notes, bonds, 1-4 Market
separately traded registered interest and principal
securities, and coupons under bank entry safekeeping.
----------------------------------------------------------------------------------------------------------------------
VARIABLE AND FLOATING RATE INSTRUMENTS: Obligations with 1-4 Credit
interest rates that are reset daily, weekly, quarterly or on Liquidity
some other schedule. Such instruments may be payable to Market
a Fund on demand.
---------------------------------------------------------------------------------------------------------------------
WARRANTS: Securities that give the holder the right to buy a 1-4 Market
proportionate amount of common stock at a specified price. Credit
Warrants are typically issued with preferred stock and bonds.

---------------------------------------------------------------------------------------------------------------------
WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS: 1-4 Market
A purchase of, or contract to purchase, securities at a fixed Leverage
price for delivery at a future date. The portfolio managers Liquidity
of each Fund expect that commitments to enter into forward Credit
commitments or purchase when-issued securities will not
exceed 25% of the Fund's total assets.
---------------------------------------------------------------------------------------------------------------------
YANKEE BONDS AND SIMILAR DEBT OBLIGATIONS: U.S. dollar 2 Market
denominated bonds issued by foreign corporations or Credit
governments. Sovereign bonds are those issued by the
government of a foreign country. Supranational bonds are
those issued by supranational entities, such as the World
Bank and European Investment Bank. Canadian bonds are those
issued by Canadian provinces.
---------------------------------------------------------------------------------------------------------------------
ZERO-COUPON DEBT OBLIGATIONS: Bonds and other types of 2 Credit
debt that pay no interest, but are issued at a discount from Market
their value at maturity. When held to maturity, their entire Zero Coupon
return equals the difference between their
issue price and their maturity value.

</TABLE>

<PAGE>

GLOSSARY OF INVESTMENT RISKS

INVESTMENT STYLE RISK. The risk that the particular type of investment on which
a Fund focuses (such as small cap value stocks or large-cap growth stocks) may
underperform other asset classes or the overall market. Individual market
segments tend to go through cycles of performing better or worse than other
types of securities. These periods may last as long as several years.
Additionally, a particular market segment could fall out of favor with
investors, causing a Fund that focuses on that market segment to underperform
those that favor other kinds of securities.

<PAGE>

the asset being hedged.

<PAGE>

Provides more detailed information about the Funds CONTACT THE SEC
and its policies. A current Statement of
Additional Information is on file with the Call (202) 942-8090 about visiting the SEC's
Securities and Exchange Commission and is Public Reference Room in Washington D.C. to
incorporated by reference into (considered a legal review and copy information about the Funds.
part of) this Prospectus.
Alternatively, you may send your request to the
THE HUNTINGTON NATIONAL BANK, a subsidiary of SEC by e-mail at [email protected] or by mail
Huntington Bancshares, Incorporated, is the with a duplicating fee to the SEC's Public
Investment Adviser, Administrator and Reference Section, 450 Fifth Street, NW,
Custodian of The Huntington Funds. Washington, D.C. 20549-0102

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

<PAGE>

[LOGO] HUNTINGTON FUNDS

HUNTINGTON FUNDS SHAREHOLDER SERVICES: 1-800-253-0412
Huntington Investment Company, Member NASD/SIPC: 1-800-322-4600

[Bullet] Not FDIC Insured [Bullet] No Bank Guarantee [Bullet] May Lose Value
SEC File No. 811-5010

THE HUNTINGTON FUNDS

STATEMENT OF ADDITIONAL INFORMATION

MARCH 1, 2001

This Statement of Additional Information is not a Prospectus, but
should be read in conjunction with the Prospectuses of the Huntington Dividend
Capture Fund, the Huntington International Equity Fund, the Huntington Mid/Small
Cap Fund, and the Huntington New Economy Fund, each of which is dated March 1,
2001, (collectively, the "Prospectuses") and any of their supplements. This
Statement of Additional Information is incorporated in its entirety into these
Prospectuses. Copies of the Prospectuses may be obtained by writing the
Distributor, SEI Investments Distribution Co., at One Freedom Valley Drive,
Oaks, Pennsylvania, 19456, or by telephoning toll free 1-800-253-0412.
Capitalized terms used but not defined in this Statement of Additional
Information have the same meanings as set forth in the Prospectuses.

<PAGE>

TABLE OF CONTENTS

PAGE

HIGHMARK FUNDS..........................................................4

INVESTMENT OBJECTIVES AND POLICIES......................................5

ADDITIONAL INFORMATION ON PORTFOLIO INSTRUMENTS.........................5
Equity Securities..............................................5
Debt Securities................................................5
Convertible Securities.........................................6
Asset-Backed Securities (non-mortgage).........................6
Bank Instruments...............................................7
Commercial Paper and Variable Amount Master Demand Notes.......7
Lending of Portfolio Securities................................8
Repurchase Agreements..........................................8
Reverse Repurchase Agreements..................................9
U.S. Government Obligations....................................9
Adjustable Rate Notes.........................................10
Shares of Mutual Funds........................................10
When-Issued Securities and Forward Commitments................11
Zero-coupon Securities........................................11
Options (Puts and Calls) on Securities........................12
Covered Call Writing..........................................12
Purchasing Call Options.......................................13
Purchasing Put Options........................................13
Options in Stock Indices......................................14
Risk Factors in Options Transactions..........................15
Futures Contracts on Securities and Related Options...........16
Futures Contracts on Securities...............................16
Options on Securities' Futures Contracts......................17
Risk of Transactions in Securities'
Futures Contracts and Related Options........................17
Index Futures Contracts.......................................18
Options on Index Futures Contracts............................19
Foreign Investment............................................19
Foreign Currency Transactions.................................21
Transaction Hedging...........................................21
Position Hedging..............................................22
Currency Forward and Futures Contracts........................22
General Characteristics of Currency Futures Contracts.........24
Foreign Currency Options......................................24
Foreign Currency Conversion...................................25

<PAGE>

Index-Based Investments.......................................25
Small Cap/Special Equity Situation Securities.................26
Money Market Instruments......................................26
Treasury Receipts.............................................27
Illiquid Securities...........................................27
Restricted Securities.........................................27

INVESTMENT RESTRICTIONS................................................27
Voting Information............................................32

PORTFOLIO TURNOVER.....................................................32

VALUATION..............................................................32
Valuation of the Equity Funds and the Fixed Income Funds......33

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION.........................34
Other Purchase Information....................................35
Payment in Kind...............................................35
Sales Charge Reductions (Investment A Shares).................36
Other Exchange Information....................................37
Other Redemption Information..................................37
Additional Federal Tax Information............................38
Foreign Taxes.................................................41

MANAGEMENT OF HIGHMARK FUNDS...........................................41
Trustees and Officers.........................................41
Investment Adviser............................................45
The Sub-Advisers..............................................46
Portfolio Transactions........................................47
Administrator and Sub-Administrator...........................48
Glass-Steagall Act............................................49
Expenses 50
Distributor...................................................50
Transfer Agent and Custodian Services.........................52
Auditor 52
Legal Counsel.................................................53

ADDITIONAL INFORMATION.................................................53
Description of Shares.........................................53
Calculation of Performance Data...............................54
Miscellaneous.................................................56

APPENDIX ..............................................................57

<PAGE>

iii

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

THE HUNTINGTON FUNDS

The Huntington Funds (the "Trust") is an open-end management investment company
consisting of sixteen separate Funds with separate investment objectives and
policies. This Statement of Additional Information relates to the following
funds: the Huntington Dividend Capture Fund, the Huntington International Equity
Fund, the Huntington Mid/Small Cap Fund, and the Huntington New Economy Fund
(collectively, the "Funds"). Each of these Funds is diversified and offers
Investment A Shares, Investment B Shares, and Trust Shares. As of the date of
this Statement of Additional Information, the Funds are not being offered for
sale in Delaware, Idaho, Iowa, Mississippi, Montana, Nebraska, Nevada, New
Hampshire, New Mexico, North Dakota, Puerto Rico, Rhode Island, South Dakota, or
Vermont. The Trust was organized as a Massachusetts business trust on February
10, 1987 and, prior to January 1, 1999, was known as The Monitor Funds.

Much of the information contained in this Statement of Additional
Information expands upon subjects discussed in the Prospectuses for the
respective Funds. No investment in units of beneficial interest ("Shares") of a
Fund should be made without first reading that Fund's Prospectus.

-4-

<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

The following policies supplement the investment objectives and
policies of each Fund of the Trust as set forth in the respective Prospectus for
that Fund.

ADDITIONAL INFORMATION ON PORTFOLIO INSTRUMENTS

1. EQUITY SECURITIES. Equity Securities include common stocks,
preferred stocks, convertible securities and warrants. Common stocks, which
represent an ownership interest in a company, are probably the most recognized
type of equity security. Equity securities have historically outperformed most
other securities, although their prices can be volatile in the short term.
Market conditions, political, economic and even company-specific news can cause
significant changes in the price of a stock. Smaller companies (as measured by
market capitalization), sometimes called small-cap companies or small-cap
stocks, may be especially sensitive to these factors. To the extent a Fund
invests in equity securities, that Fund's Shares will fluctuate in value, and
thus may be more suitable for long-term investors who can bear the risk of
short-term fluctuations.

2. DEBT SECURITIES. The Funds may invest in debt securities within the
four highest rating categories assigned by a nationally recognized statistical
rating organization ("NRSRO") and comparable unrated securities. Securities
rated BBB by S&P or Baa by Moody's are considered investment grade, but are
deemed by these rating services to have some speculative characteristics, and
adverse economic conditions or other circumstances are more likely to lead to a
weakened capacity to make principal and interest payments than is the case with
higher-grade bonds. Should subsequent events cause the rating of a debt security
purchased by a Fund to fall below the fourth highest rating category, Huntington
National Bank (the "Adviser") will consider such an event in determining whether
the Fund should continue to hold that security. In no event, however, would a
Fund be required to liquidate any such portfolio security where the Fund would
suffer a loss on the sale of such security.

Depending upon prevailing market conditions, a Fund may purchase debt
securities at a discount from face value, which produces a yield greater than
the coupon rate. Conversely, if debt securities are purchased at premium over
face value, the yield will be lower than the coupon rate. In making investment
decisions, the Adviser will consider many factors other than current yield,
including the preservation of capital, the potential for realizing capital
appreciation, maturity, and yield to maturity.

From time to time, the equity and debt markets may fluctuate
independently of one another. In other words, a decline in equity markets may in
certain instances be offset by a rise in debt markets, or vice versa.

3. CONVERTIBLE SECURITIES. Consistent with its objective policies and
restrictions, each Fund may invest in convertible securities. Convertible
securities include corporate bonds, notes or preferred stocks that can be
converted into common stocks or other equity securities.

-5-

<PAGE>

Convertible securities also include other securities, such as warrants, that
provide an opportunity for equity participation. Convertible Bonds are bonds
convertible into a set number of shares of another form of security (usually
common stock) at a prestated price. Convertible bonds have characteristics
similar to both fixed-income and equity securities. Preferred stock is a class
of capital stock that pays dividends at a specified rate and that has preference
over common stock in the payment of dividends and the liquidation of assets.
Convertible preferred stock is preferred stock exchangeable for a given number
of common stock shares, and has characteristics similar to both fixed-income and
equity securities.

Because convertible securities can be converted into common stock,
their values will normally vary in some proportion with those of the underlying
common stock. Convertible securities usually provide a higher yield than the
underlying common stock, however, so that the price decline of a convertible
security may sometimes be less substantial than that of the underlying common
stock. The value of convertible securities that pay dividends or interest, like
the value of all fixed-income securities, generally fluctuates inversely with
changes in interest rates.

Warrants have no voting rights, pay no dividends and have no rights
with respect to the assets of the corporation issuing them. They do not
represent ownership of the securities for which they are exercisable, but only
the right to buy such securities at a particular price.

The Funds will not purchase any convertible debt security or
convertible preferred stock unless it has been rated as investment grade at the
time of acquisition by a NRSRO or that is not rated but is determined to be of
comparable quality by the Adviser.

4. ASSET-BACKED SECURITIES (NON-MORTGAGE). Consistent with its
investment objective, policies and restrictions, certain Funds may invest in
asset-backed securities. Asset-backed securities are instruments secured by
company receivables, truck and auto loans, leases, and credit card receivables.
Such securities are generally issued as pass-through certificates, which
represent undivided fractional ownership interests in the underlying pools of
assets. Such securities also may be debt instruments, which are also known as
collateralized obligations and are generally issued as the debt of a special
purpose entity, such as a trust, organized solely for the purpose of owning such
assets and issuing such debt.

The purchase of non-mortgage asset-backed securities raises risk
considerations peculiar to the financing of the instruments underlying such
securities. Like mortgages underlying mortgage-backed securities, underlying
automobile sales contracts or credit card receivables are subject to substantial
prepayment risk, which may reduce the overall return to certificate holders.
Nevertheless, principal prepayment rates tend not to vary as much in response to
changes in interest rates and the short-term nature of the underlying car loans
or other receivables tend to dampen the impact of any change in the prepayment
level. Certificate holders may also experience delays in payment on the
certificates if the full amounts due on underlying sales contracts or
receivables are not realized by the trust because of unanticipated legal or
administrative costs of enforcing the contracts or because of depreciation or
damage to the

-6-
<PAGE>

collateral (usually automobiles) securing certain contracts, or other factors.
If consistent with their investment objectives and policies, the Funds may
invest in other asset-backed securities that may be developed in the future.

5. BANK INSTRUMENTS. Consistent with its investment objective, policies,
and restrictions, each Fund may invest in bankers' acceptances, certificates of
deposit, and time deposits.

Bankers' acceptances are negotiable drafts or bills of exchange
typically drawn by an importer or exporter to pay for specific merchandise that
are "accepted" by a bank, meaning, in effect, that the bank unconditionally
agrees to pay the face value of the instrument on maturity. Investments in
bankers' acceptances will be limited to those guaranteed by domestic and foreign
banks having, at the time of investment, total assets of $1 billion or more (as
of the date of the institution's most recently published financial statements).

Certificates of deposit and time deposits represent funds deposited in
a commercial bank or a savings and loan association for a definite period of
time and earning a specified return.

Investments in certificates of deposit and time deposits may include
Eurodollar Certificates of Deposit, which are U.S. dollar denominated
certificates of deposit issued by offices of foreign and domestic banks located
outside the United States, Yankee Certificates of Deposit, which are
certificates of deposit issued by a U.S. branch of a foreign bank denominated in
U.S. dollars and held in the United States, Eurodollar Time Deposits ("ETDs"),
which are U.S. dollar denominated deposits in a foreign branch of a U.S. bank or
a foreign bank, and Canadian Time Deposits ("CTDs"), which are U.S. dollar
denominated certificates of deposit issued by Canadian offices of major Canadian
banks. All investments in certificates of deposit and time deposits will be
limited to those (a) of domestic and foreign banks and savings and loan
associations which, at the time of investment, have total assets of $1 billion
or more (as of the date of the institution's most recently published financial
statements) or (b) the principal amount of which is insured by the Federal
Deposit Insurance Corporation.

6. COMMERCIAL PAPER AND VARIABLE AMOUNT MASTER DEMAND NOTES. Consistent
with its investment objective, policies, and restrictions, each Fund may invest
in commercial paper (including Section 4(2) commercial paper) and variable
amount master demand notes. Commercial paper consists of unsecured promissory
notes issued by corporations normally having maturities of 270 days or less.
These investments may include Canadian Commercial Paper, which is U.S. dollar
denominated commercial paper issued by a Canadian corporation or a Canadian
counterpart of a U.S. corporation, and Europaper, which is U.S. dollar
denominated commercial paper of a foreign issuer.

Variable amount master demand notes are unsecured demand notes that
permit the indebtedness thereunder to vary and provide for periodic adjustments
in the interest rate according to the terms of the instrument. Because master
demand notes are direct lending arrangements between a Fund and the issuer, they
are not normally traded. Although there is no secondary market in the notes, a
Fund may demand payment of principal and accrued interest at

-7-
<PAGE>

any time. Avariable amount master demand note will be deemed to have a maturity
equal to the longer of the period of time remaining until the next readjustment
of its interest rate or the period of time remaining until the principal amount
can be recovered from the issuer through demand.

7. LENDING OF PORTFOLIO SECURITIES. In order to generate additional
income, each Fund may lend its portfolio securities to broker-dealers, banks or
other institutions. During the time portfolio securities are on loan from a
Fund, the borrower will pay the Fund any dividends or interest paid on the
securities. In addition, loans will be subject to termination by the Fund or the
borrower at any time. While the lending of securities may subject a Fund to
certain risks, such as delays or an inability to regain the securities in the
event the borrower were to default on its lending agreement or enter into
bankruptcy, a Fund will receive at least 100% collateral in the form of cash or
U.S. Government securities. This collateral will be valued daily by the lending
agent, with oversight by the Adviser, and, should the market value of the loaned
securities increase, the borrower will be required to furnish additional
collateral to the Fund. A Fund may lend portfolio securities in an amount
representing up to 33 1/3% of the value of the Fund's total assets.

8. REPURCHASE AGREEMENTS. Securities held by each Fund may be subject
to repurchase agreements. Under the terms of a repurchase agreement, a Fund will
deal with financial institutions such as member banks of the Federal Deposit
Insurance Corporation having, at the time of investment, total assets of $100
million or more and from registered broker-dealers that the Adviser deems
creditworthy under guidelines approved by the Trust's Board of Trustees. Under a
repurchase agreement, the seller agrees to repurchase the securities at a
mutually agreed-upon date and price, and the repurchase price will generally
equal the price paid by the Fund plus interest negotiated on the basis of
current short-term rates, which may be more or less than the rate on the
underlying portfolio securities. The seller under a repurchase agreement will be
required to maintain the value of collateral held pursuant to the agreement at
not less than 100% of the repurchase price (including accrued interest) and
Huntington National Bank ( the "Custodian"), with oversight by the Adviser, will
monitor the collateral's value daily and initiate calls to request that
collateral be restored to appropriate levels. In addition, securities subject to
repurchase agreements will be held in a segregated custodial account.

If the seller were to default on its repurchase obligation or become
insolvent, the Fund holding such obligation would suffer a loss to the extent
that either the proceeds from a sale of the underlying portfolio securities were
less than the repurchase price under the agreement or the Fund's disposition of
the underlying securities was delayed pending court action. Additionally,
although there is no controlling legal precedent confirming that a Fund would be
entitled, as against a claim by the seller or its receiver or trustee in
bankruptcy, to retain the underlying securities, the Trust's Board of Trustees
believes that, under the regular procedures normally in effect for custody of a
Fund's securities subject to repurchase agreements and under federal laws, a
court of competent jurisdiction would rule in favor of the Fund if presented
with the question. Securities subject to repurchase agreements will be held by
the Trust's custodian or another qualified custodian or in the Federal
Reserve/Treasury book-entry system. Repurchase agreements are considered to be
loans by a Fund under the 1940 Act.
-8-

<PAGE>

9. REVERSE REPURCHASE AGREEMENTS. Each Fund may borrow funds for
temporary purposes by entering into reverse repurchase agreements, provided such
action is consistent with the Fund's investment objective and fundamental
investment restrictions; as a matter of non fundamental policy, each Fund
intends to limit total borrowings under reverse repurchase agreements to no more
than 10% of the value of its total assets. Pursuant to a reverse repurchase
agreement, a Fund will sell portfolio securities to financial institutions such
as banks or to broker-dealers, and agree to repurchase the securities at a
mutually agreed-upon date and price. A Fund intends to enter into reverse
repurchase agreements only to avoid otherwise selling securities during
unfavorable market conditions to meet redemptions. At the time a Fund enters
into a reverse repurchase agreement, it will place in a segregated custodial
account assets such as U.S. Government securities or other liquid, high-quality
debt securities consistent with the Fund's investment objective having a value
equal to 100% of the repurchase price (including accrued interest), and will
subsequently monitor the account to ensure that an equivalent value is
maintained. Reverse repurchase agreements involve the risk that the market value
of the securities sold by a Fund may decline below the price at which a Fund is
obligated to repurchase the securities. Reverse repurchase agreements are
considered to be borrowings by a Fund under the 1940 Act.

10. U.S. GOVERNMENT OBLIGATIONS. Each Fund may, consistent with its
investment objective, policies, and restrictions, invest in obligations issued
or guaranteed by the U.S. Government, its agencies, or instrumentalities.
Obligations of certain agencies and instrumentalities of the U.S. Government,
such as those of the Government National Mortgage Association and the
Export-Import Bank of the United States, are supported by the full faith and
credit of the U.S. Treasury; others, such as those of the Federal National
Mortgage Association, are supported by the right of the issuer to borrow from
the Treasury; others, such as those of the Student Loan Marketing Association,
are supported by the discretionary authority of the U.S. Government to purchase
the agency's obligations; and still others, such as those of the Federal Farm
Credit Banks or the Federal Home Loan Mortgage Corporation, are supported only
by the credit of the instrumentality. No assurance can be given that the U.S.
Government would provide financial support to U.S. Government-sponsored agencies
or instrumentalities if it is not obligated to do so by law.

U.S. Government Securities generally do not involve the credit risks
associated with investments in other types of fixed-income securities, although,
as a result, the yields available from U.S. Government Securities are generally
lower than the yields available from otherwise comparable corporate fixed-income
securities. Like other fixed-income securities, however, the values of U.S.
Government Securities change as interest rates fluctuate. Fluctuations in the
value of portfolio securities will in many cases not affect interest income on
existing portfolio securities, but will be reflected in the Fund's net asset
value. Because the magnitude of these fluctuations will generally be greater at
times when a Fund's average maturity is longer, under certain market conditions
the Fund may invest in short-term investments yielding lower current income
rather than investing in higher yielding longer-term securities.

-9-
<PAGE>

11. ADJUSTABLE RATE NOTES. Consistent with its investment objective,
policies, and restrictions, each Fund may invest in "adjustable rate notes,"
which include variable rate notes and floating rate notes. For Money Market Fund
purposes, a variable rate note is one whose terms provide for the readjustment
of its interest rate on set dates and that, upon such readjustment, can
reasonably be expected to have a market value that approximates its amortized
cost; the degree to which a variable rate note's market value approximates its
amortized cost subsequent to readjustment will depend on the frequency of the
readjustment of the note's interest rate and the length of time that must elapse
before the next readjustment. A floating rate note is one whose terms provide
for the readjustment of its interest rate whenever a specified interest rate
changes and that, at any time, can reasonably be expected to have a market value
that approximates its amortized cost. Although there may be no active secondary
market with respect to a particular variable or floating rate note purchased by
a Fund, the Fund may seek to resell the note at any time to a third party. The
absence of an active secondary market, however, could make it difficult for the
Fund to dispose of a variable or floating rate note in the event the issuer of
the note defaulted on its payment obligations and the Fund could, as a result or
for other reasons, suffer a loss to the extent of the default. Variable or
floating rate notes may be secured by bank letters of credit. A demand
instrument with a demand notice period exceeding seven days may be considered
illiquid if there is no secondary market for such security. Such security will
be subject to a Fund's non fundamental 15% limitation governing investments in
"illiquid" securities, unless such notes are subject to a demand feature that
will permit the Fund to receive payment of the principal within seven days of
the Fund's demand. See "INVESTMENT RESTRICTIONS" below.

As used above, a note is "subject to a demand feature" where the Fund
is entitled to receive the principal amount of the note either at any time on
not more than thirty days' notice or at specified intervals, not exceeding 397
days and upon not more than thirty days' notice.

12. SHARES OF MUTUAL FUNDS. Each Fund may invest in the securities of
other investment companies to the extent permitted by the 1940 Act. Currently,
the 1940 Act permits a Fund to invest up to 5% of its total assets in the shares
of any one investment company, but it may not own more than 3% of the securities
of any one registered investment company or invest more than 10% of its assets
in the securities of other investment companies. In accordance with an exemptive
order issued to the Trust by the Securities and Exchange Commission, such other
registered investment companies securities may include shares of a money market
fund of the Trust, and may include registered investment companies for which the
Adviser or Sub-Adviser to a Fund of the Trust, or an affiliate of such Adviser
or Sub-Adviser, serves as investment adviser, administrator or distributor or
provides other services. [CONFIRM] Because other investment companies employ an
investment adviser, such investment by a Fund may cause Shareholders to bear
duplicative fees. The Adviser will waive its advisory fees attributable to the
assets of the investing Fund invested in a money market fund of the Trust, and,
to the extent required by applicable law, the Adviser will waive its fees
attributable to the assets of the Fund invested in any investment company.
Additional restrictions on the Fund's investments in the securities of a money
market mutual fund are set forth under "Investment Restrictions" below.

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13. WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS. Each Fund may enter
into forward commitments or purchase securities on a "when-issued" basis, which
means that the securities will be purchased for delivery beyond the normal
settlement date at a stated price and yield and thereby involve the risk that
the yield obtained in the transaction will be less than that available in the
market when delivery takes place. A Fund will generally not pay for such
securities and no interest accrues on the securities until they are received by
the Fund. These securities are recorded as an asset and are subject to changes
in value based upon changes in the general level of interest rates. Therefore,
the purchase of securities on a "when-issued" basis may increase the risk of
fluctuations in a Fund's net asset value.

When a Fund agrees to purchase securities on a "when-issued" basis or
enter into forward commitments, the Trust's custodian will be instructed to set
aside cash or liquid portfolio securities equal to the amount of the commitment
in a separate account. The Fund may be required subsequently to place additional
assets in the separate account in order to assure that the value of the account
remains equal to the amount of the Fund's commitment.

The Funds expect that commitments to enter into forward commitments or
purchase "when-issued" securities will not exceed 25% of the value of their
respective total assets under normal market conditions; in the event any Fund
exceeded this 25% threshold, the Fund's liquidity and the Adviser's ability to
manage it might be adversely affected. In addition, the Funds do not intend to
purchase "when-issued" securities or enter into forward commitments for
speculative or leveraging purposes but only in furtherance of such Fund's
investment objective.

14. ZERO-COUPON SECURITIES. Consistent with its objectives, a Fund may
invest in zero-coupon securities, which are debt securities that do not pay
interest, but instead are issued at a deep discount from par. The value of the
security increases over time to reflect the interest accrued. The value of these
securities may fluctuate more than similar securities that are issued at par and
pay interest periodically. Although these securities pay no interest to holders
prior to maturity, interest on these securities is reported as income to the
Fund and distributed to its shareholders. These distributions must be made from
the Fund's cash assets or, if necessary, from the proceeds of sales of portfolio
securities. The Fund will not be able to purchase additional income producing
securities with cash used to make such distributions and its current income
ultimately may be reduced as a result. The amount included in income is
determined under a constant interest rate method.

15. OPTIONS (PUTS AND CALLS) ON SECURITIES. Each Fund may buy and sell
options (puts and calls), and write call options on a covered basis. Under a
call option, the purchaser of the option has the right to purchase, and the
writer (the Fund) the obligation to sell, the underlying security at the
exercise price during the option period. A put option gives the purchaser the
right to sell, and the writer the obligation to purchase, the underlying
security at the exercise price during the option period.

There are risks associated with such investments including the
following: (1) the success of a hedging strategy may depend on the ability of
the Adviser or Sub-Adviser to predict

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<PAGE>

movements in the prices of individual securities, fluctuations in markets and
movements in interest rates; (2) there may be an imperfect correlation between
the movement in prices of securities
held by a Fund and the price of options; (3) there may not be a liquid secondary
market for options; and (4) while a Fund will receive a premium when it writes
covered call options, it may not participate fully in a rise in the market value
of the underlying security.

16. COVERED CALL WRITING. Each Fund may write covered call options from
time to time on such portion of its assets, without limit, as the Adviser
determines is appropriate in seeking to obtain its investment objective. A Fund
will not engage in option writing strategies for speculative purposes. A call
option gives the purchaser of such option the right to buy, and the writer, in
this case the Fund, has the obligation to sell the underlying security at the
exercise price during the option period. The advantage to the Fund of writing
covered calls is that the Fund receives a premium which is additional income.
However, if the value of the security rises, the Fund may not fully participate
in the market appreciation.

During the option period, a covered call option writer may be assigned
an exercise notice by the broker/dealer through whom such call option was sold,
which requires the writer to deliver the underlying security against payment of
the exercise price. This obligation is terminated upon the expiration of the
option period or at such earlier time in which the writer effects a closing
purchase transaction. A closing purchase transaction is one in which a Fund,
when obligated as a writer of an option, terminates its obligation by purchasing
an option of the same series as the option previously written. A closing
purchase transaction cannot be effected with respect to an option once the
option writer has received an exercise notice for such option.

Closing purchase transactions will ordinarily be effected to realize a
profit on an outstanding call option, to prevent an underlying security from
being called, to permit the sale of the underlying security, or to enable the
Fund to write another call option on the underlying security with either a
different exercise price or expiration date or both. The Fund may realize a net
gain or loss from a closing purchase transaction, depending upon whether the net
amount of the original premium received on the call option is more or less than
the cost of effecting the closing purchase transaction. Any loss incurred in a
closing purchase transaction may be partially or entirely offset by the premium
received from a sale of a different call option on the same underlying security.
Such a loss may also be wholly or partially offset by unrealized appreciation in
the market value of the underlying security. Conversely, a gain resulting from a
closing purchase transaction could be offset in whole or in part by a decline in
the market value of the underlying security.

If a call option expires unexercised, the Fund will realize a short
term capital gain in the amount of the premium on the option, less the
commission paid. Such a gain, however, may be offset by depreciation in the
market value of the underlying security during the option period. If a call
option is exercised, the Fund will realize a gain or loss from the sale of the
underlying security equal to the difference between the cost of the underlying
security, and the proceeds of the sale of the security plus the amount of the
premium on the option, less the commission paid.

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<PAGE>

The market value of a call option generally reflects the market price
of an underlying security. Other principal factors affecting market value
include supply and demand, interest rates, the price volatility of the
underlying security and the time remaining until the expiration date.

The Fund will write call options only on a covered basis, which means
that the Fund will own the underlying security subject to a call option at all
times during the option period or will own the right to acquire the underlying
security at a price equal to or below the option's strike price. Unless a
closing purchase transaction is effected the Fund would be required to continue
to hold a security which it might otherwise wish to sell, or deliver a security
it would want to hold. Options written by the Fund will normally have expiration
dates between one and nine months from the date written. The exercise price of a
call option may be below, equal to or above the current market value of the
underlying security at the time the option is written.

17. PURCHASING CALL OPTIONS. The Funds may purchase call options to
hedge against an increase in the price of securities that the Fund wants
ultimately to buy. Such hedge protection is provided during the life of the call
option since the Fund, as holder of the call option, is able to buy the
underlying security at the exercise price regardless of any increase in the
underlying security's market price. 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. These costs will
reduce any profit the Fund might have realized had it bought the underlying
security at the time it purchased the call option. The Funds may sell, exercise
or close out positions as the Adviser deems appropriate.

18. PURCHASING PUT OPTIONS. Each Fund may purchase put options to
protect its portfolio holdings in an underlying security against a decline in
market value. Such hedge protection is provided during the life of the put
option since the Fund, as holder of the put option, is able to sell the
underlying security at the put exercise price regardless of any decline in the
underlying security's market price. 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.

19. OPTIONS IN STOCK INDICES. The Funds may engage in options on stock
indices. A stock index assigns relative values to the common stock included in
the index with the index fluctuating with changes in the market values of the
underlying common stock.

Options on stock indices are similar to options on stocks but have
different delivery requirements. Stock options provide the right to take or make
delivery of the underlying stock at a specified price. A stock index option
gives the holder the right to receive a cash "exercise settlement amount" equal
to (i) 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 exercise, multiplied by (ii) a fixed "index
multiplier." Receipt of
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<PAGE>

this cash amount will depend upon the closing level of the stock index upon
which the option is based being greater than (in the case of a call) or less
than (in the case of a put) the exercise price of the option. The amount of cash
received will be equal to such difference between the closing price of the index
and exercise price of the option expressed in dollars times a specified
multiple. The writer of the option is obligated, in return of the premium
received, to make delivery of this amount. Gain or loss to a Fund on
transactions in stock index options will depend on price movements in the stock
market generally (or in a particular industry or segment of the market) rather
than price movements of individual securities.

As with stock options, a Fund may offset its position in stock index
options prior to expiration by entering into a closing transaction on an
exchange or it may let the option expire unexercised.

A stock index fluctuates with changes in the market values of the stock
so included. Some stock index options are based on a broad market index, such as
the Standard & Poor's 500 or the New York Stock Exchange Composite Index, or a
narrower market index such as the Standard & Poor's 100. Indices are also based
on an industry or market segment such as the AMEX Oil and Gas Index or the
Computer and Business Equipment Index. Options on stock indices are currently
traded on the following exchanges among others: The Chicago Board Options
Exchange, New York Stock Exchange, American Stock Exchange and London Stock
Exchange.

A Fund's ability to hedge effectively all or a portion of its
securities through transactions in options on stock indices depends on the
degree to which price movements in the underlying index correlate with price
movements in the Fund's portfolio securities. Since a Fund's portfolio will not
duplicate the components of an index, the correlation will not be exact.
Consequently, a Fund bears the risk that the prices of the securities being
hedged will not move in the same amount as the hedging instrument. It is also
possible that there may be a negative correlation between the index or other
securities underlying the hedging instrument and the hedged securities which
would result in a loss on both such securities and the hedging instrument.

A Fund will enter into an option position only if there appears to be a
liquid secondary market for such options.

A Fund will not engage in transactions in options on stock indices for
speculative purposes but only to protect appreciation attained, to offset
capital losses and to take advantage of the liquidity available in the option
markets. The aggregate premium paid on all options on stock indices will not
exceed 20% of a Fund's total assets.

20. RISK FACTORS IN OPTIONS TRANSACTIONS. The successful use of options
strategies depends on the ability of the Adviser or, where applicable, the
Sub-Adviser to forecast interest rate and market movements correctly.

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<PAGE>

When it purchases an option, a Fund 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 securities, since the Fund may continue
to hold its investment in those securities notwithstanding the lack of a change
in price of those securities.

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

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 marketplace 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 normal market operations. A marketplace may at times find it
necessary to impose restrictions on particular types of options transactions,
which may limit a Fund's ability to realize its profits or limit its losses.

Disruptions in the markets for 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 losses if trading in the security reopens at a
substantially different price. In addition, the Options Clearing Corporation
(OCC) or other options markets, such as the London Options Clearing House, 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 purchaser or
writer of an option will be locked into its position until one of the two
restrictions has been lifted. If a prohibition on exercise remains in effect
until an option owned by a Fund has expired, the Fund could lose the entire
value of its option.

21. FUTURES CONTRACTS ON SECURITIES AND RELATED OPTIONS. The Funds may
invest in futures and related options based on any type of security or index
traded on U.S. or foreign exchanges, or over the counter as long as the
underlying security or the securities represented by the future or index are
permitted investments of the Fund. Futures and options can be combined with each
other in order to adjust the risk and return parameters of a Fund.

22. FUTURES CONTRACTS ON SECURITIES. The Funds will enter into futures
contracts on securities only when, in compliance with the SEC's requirements,
cash or equivalents equal in

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<PAGE>

value to the securities' value (less any applicable margin deposits) have been
deposited in a segregated account of the Fund's custodian.

A futures contract sale creates an obligation by the seller to deliver
the type of instrument called for in the contract in a specified delivery month
for a stated price. A futures contract purchase creates an obligation by the
purchaser to take delivery of the type of instrument called for in the contract
in a specified delivery month at a stated price. The specific instruments
delivered or taken at settlement date are not determined until on or near that
date. The determination is made in accordance with the rules of the exchanges on
which the futures contract was made. Futures contracts are traded in the United
States only on the commodity exchange or boards of trade, known as "contract
markets," approved for such trading by the Commodity Futures Trading Commission
(CFTC), and must be executed through a futures commission merchant or brokerage
firm which is a member of the relevant contract market.

Although futures contracts by their terms call for actual delivery or
acceptance of securities, the contracts usually are closed out before the
settlement date without the making or taking of delivery. Closing out a futures
contract sale is effected by purchasing a futures contract for the same
aggregate amount of the specific type of financial instrument with the same
delivery date. If the price of the initial sale of the futures contract exceeds
the price of the offsetting purchase, the seller is paid the difference and
realizes a gain. Similarly, the closing out of a futures contract purchase is
effected by the purchaser's entering into a futures contract sale. If the
offsetting sale price exceeds the purchase price, the purchaser realizes a gain,
and if the purchase price exceeds the offsetting sale price, the purchaser
realizes a loss.

Unlike when a Fund purchases or sells a security, no price is paid or
received by the Fund upon the purchase or sale of a futures contract, although
the Fund is required to deposit with its custodian in a segregated account in
the name of the futures broker an amount of cash and/or U.S. Government
securities. This amount is known as "initial margin." The nature of initial
margin in futures transactions is different from that of margin in security
transactions in that futures contract margin does not involve the borrowing of
funds by the Fund to finance the transactions. Rather, initial margin is in the
nature of a performance bond or good faith deposit on the contract that is
returned to the Fund upon termination of the futures contract, assuming all
contractual obligations have been satisfied. Futures contracts also involve
brokerage costs.

Subsequent payments, called "variation margin," to and from the broker
(or the custodian) are made on a daily basis as the price of the underlying
security fluctuates, making the long and short positions in the futures contract
more or less valuable, a process known as "marking to market."

A Fund may elect to close some or all of its futures positions at any
time prior to their expiration. The purpose of making such a move would be to
reduce or eliminate the hedge position then currently held by the Fund. A Fund
may close its positions by taking opposite positions which will operate to
terminate the Fund's position in the futures contracts. Final determinations of
variation margin are then made, additional cash is required to be paid by or

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released to the Fund, and the Fund realizes a loss or a gain. Such closing
transactions involve additional commission costs.

23. OPTIONS ON SECURITIES' FUTURES CONTRACTS. The Funds will enter into
written options on securities' futures contracts only when in compliance with
the SEC's requirements, cash or equivalents equal in value to the securities'
value (less any applicable margin deposits) have been deposited in a segregated
account of the Fund's custodian. A Fund may purchase and write call and put
options on the futures contracts it may buy or sell and enter into closing
transactions with respect to such options to terminate existing positions. A
Fund may use such options on futures contracts in lieu of writing options
directly on the underlying securities or purchasing and selling the underlying
futures contracts. Such options generally operate in the same manner as options
purchased or written directly on the underlying investments.

As with options on securities, the holder or writer of an option may
terminate his or her position by selling or purchasing an offsetting option.
There is no guarantee that such closing transactions can be effected.

A Fund will be required to deposit initial margin and maintenance
margin with respect to put and call options on futures contracts written by it
pursuant to brokers' requirements similar to those described above.

Aggregate initial margin deposits for futures contracts (including
futures contracts on securities, indices and currency) and premiums paid for
related options may not exceed 5% of a Fund's total assets.

24. RISK OF TRANSACTIONS IN SECURITIES' FUTURES CONTRACTS AND RELATED
OPTIONS. Successful use of securities' futures contracts by a Fund is subject to
the ability of the Adviser or, where applicable, the Sub-Adviser to predict
correctly movements in the direction of interest rates and other factors
affecting securities markets.

Compared to the purchase or sale of futures contracts, the purchase of
call or put options on futures contracts involves less risk to a Fund because
the maximum amount at risk is the premium paid for the options (plus transaction
costs). However, there may be circumstances when the purchase of a call or put
option on a futures contract would result in a loss to a Fund when the purchase
or sale of a futures contract would not, such as when there is no movement in
the price of the hedged investments. The writing of an option on a futures
contract involves risks similar to those risks relating to the sale of futures
contracts.

There is no assurance that higher than anticipated trading activity or
other unforeseen events will not, at times, render certain market clearing
facilities inadequate, and thereby result in the institution by exchanges of
special procedures which may interfere with the timely execution of customer
orders.

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<PAGE>

To reduce or eliminate a hedge position held by a Fund, the Fund may
seek to close out a position. The ability to establish and close out positions
will be subject to the development and maintenance of a liquid secondary market.
It is not certain that this market will develop or continue to exist for a
particular futures contract. Reasons for the absence of a liquid secondary
market on an exchange include the following: (i) there may be insufficient
trading interest in certain contracts or options; (ii) restrictions may be
imposed by an exchange on opening transactions or closing transactions or both;
(iii) trading halts, suspensions or other restrictions may be imposed with
respect to particular classes or series of contracts or options, or underlying
securities; (iv) unusual or unforeseen circumstances may interrupt normal
operations on an exchange; (v) the facilities of an exchange or a clearing
corporation may not at all times be adequate to handle current trading volume;
or (vi) one or more exchanges could, for economic or other reasons, decide or be
compelled at some future date to discontinue the trading of contracts or options
(or a particular class or series of contracts or options), in which event the
secondary market on that exchange (or in the class or series of contracts or
options) would cease to exist, although outstanding contracts or options on the
exchange that had been issued by a clearing corporation as a result of trades on
that exchange would continue to be exercisable in accordance with their terms.

25. INDEX FUTURES CONTRACTS. The Funds may enter into stock index
futures contracts, debt index futures contracts, or other index futures
contracts appropriate to its objective, and may purchase and sell options on
such index futures contracts. A Fund will not enter into any index futures
contract for the purpose of speculation, and will only enter into contracts
traded on securities exchanges with standardized maturity dates.

An index futures contract is a bilateral agreement pursuant to which
two parties agree to take or make delivery of an amount of cash equal to a
specified dollar amount times the difference between the index value at the
close of trading of the contracts and the price at which the futures contract is
originally struck. No physical delivery of the securities comprising the index
is made; generally contracts are closed out prior to the expiration date of the
contract. No price is paid upon entering into index futures contracts. When a
Fund purchases or sells an index futures contract, it is required to make an
initial margin deposit in the name of the futures broker and to make variation
margin deposits as the value of the contract fluctuates, similar to the deposits
made with respect to futures contracts on securities. Positions in index futures
contracts may be closed only on an exchange or board of trade providing a
secondary market for such index futures contracts. The value of the contract
usually will vary in direct proportion to the total face value.

A Fund's ability to effectively utilize index futures contracts depends
on several factors. First, it is possible that there will not be a perfect price
correlation between the index futures contracts and their underlying index.
Second, it is possible that a lack of liquidity for index futures contracts
could exist in the secondary market, resulting in the Fund's inability to close
a futures position prior to its maturity date. Third, the purchase of an index
futures contract involves the risk that the Fund could lose more than the
original margin deposit required to initiate a futures transaction. In order to
avoid leveraging and related risks, when a Fund

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purchases an index futures contract, it will collateralize its position by
depositing an amount of cash or cash equivalents, equal to the market value of
the index futures positions held, less margin deposits, in a segregated account
with the Fund's custodian. Collateral equal to the current market value of the
index futures position will be maintained only a daily basis.

The extent to which a Fund may enter into transactions involving index
futures contracts may be limited by the Internal Revenue Code's requirements for
qualification as a regulated investment company and the Funds' intention to
qualify as such.

26. OPTIONS ON INDEX FUTURES CONTRACTS. Options on index futures
contracts are similar to options on securities except that options on index
futures contracts gives 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 delivery of the futures position by the writer of the option to the holder
of the option will be accompanied by delivery of the accumulated balance in the
writer's futures margin account which represents the amount by which the market
price of the index futures contract, at exercise, exceeds (in the case of a
call) or is less than (in the case of a put) the exercise price of the option on
the index futures contract. If an option is exercised on the last trading day
prior to the expiration date of the option, the settlement will be made entirely
in cash equal to the difference between the exercise price of the option and the
closing level of the index on which the future 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.

27. FOREIGN INVESTMENT. Certain of the Funds may invest in U.S. dollar
denominated obligations of securities of foreign issuers. Permissible
investments may consist of obligations of foreign branches of U.S. banks and
foreign or domestic branches of foreign banks, including European Certificates
of Deposit, European Time Deposits, Canadian Time Deposits and Yankee
Certificates of Deposits, and investments in Canadian Commercial Paper, foreign
securities and Europaper. In addition, the Funds may invest in American
Depositary Receipts. The Funds may also invest in securities issued or
guaranteed by foreign corporations or foreign governments, their political
subdivisions, agencies or instrumentalities and obligations of supranational
entities such as the World Bank and the Asian Development Bank. Any investments
in these securities will be in accordance with a Fund's investment objective and
policies, and are subject to special risks that differ in some respects from
those related to investments in obligations of U.S. domestic issuers. Such risks
include future adverse political and economic developments, the possible
imposition of withholding taxes on interest or other income, possible seizure,
nationalization, or expropriation of foreign deposits, the possible
establishment of exchange controls or taxation at the source, greater
fluctuations in value due to changes in exchange rates, or the adoption of other
foreign governmental restrictions which might adversely affect the payment of
principal and interest on such obligations. Such investments may also entail
higher custodial fees and sales commissions than domestic investments. To the
extent that a Fund may invest in securities of foreign issuers that are not
traded on any exchange, there is a further risk that these securities may not be
readily marketable. Foreign issuers of securities or obligations

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are often subject to accounting treatment and engage in business practices
different from those respecting domestic issuers of similar securities or
obligations. Foreign branches of U.S. banks and foreign banks may be subject
to less stringent reserve requirements than those applicable to domestic
branches of U.S. banks.

On January 1, 1999, the European Monetary Market Union ("EMU")
introduced a new single currency, the euro, which replaced the national currency
for participating member countries. Those countries are Austria, Belgium,
Finland, France, Germany, Ireland, Italy, Luxembourg, the Netherlands, Portugal
and Spain. A new European Central Bank ("ECB") was created to manage the
monetary policy of the new unified region. On the same day, exchange rates were
irrevocably fixed between the EMU member countries. National currencies will
continue to circulate until they are replaced by coins and banks notes by the
middle of 2002.

The International Equity Fund may invest in the securities of emerging
market issuers. Investing in emerging market securities involves risks which are
in addition to the usual risks inherent in foreign investments. Some emerging
markets countries may have fixed or managed currencies that are not
free-floating against the U.S. dollar. Further, certain currencies may not be
traded internationally. Certain of these currencies have experienced a steady
devaluation relative to the U.S. dollar. Any devaluation in the currencies in
which the Fund's securities are denominated may have a detrimental impact on the
Fund.

Some countries with emerging securities markets have experienced
substantial, and in some periods extremely high, rates of inflation for many
years. Inflation and rapid fluctuation in inflation rates have had and may
continue to have negative effects on the economies and securities markets of
certain countries. Moreover, the economies of some countries may differ
favorably or unfavorably from the U.S. economy in such respects as rate of
growth of gross domestic product, the rate of inflation, capital reinvestment,
resource self-sufficiency, number and depth of industries forming the economy's
base, governmental controls and investment restrictions that are subject to
political change and balance of payments position. Further, there may be greater
difficulties or restrictions with respect to investments made in emerging
markets countries.

Emerging markets typically have substantially less volume than U.S.
markets. In addition, securities in many of such markets are less liquid, and
their prices often are more volatile, than securities of comparable U.S.
companies. Such markets often have different clearance and settlement procedures
for securities transactions, and in some markets there have been times when
settlements have been unable to keep pace with the volume of transactions,
making it difficult to conduct transactions. Delays in settlement could result
in temporary periods when assets may be uninvested. Settlement problems in
emerging markets countries also could cause the Fund to miss attractive
investment opportunities. Satisfactory custodial services may not be available
in some emerging markets countries, which may result in the Fund's incurring
additional costs and delays in the transportation and custody of such
securities.
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28. FOREIGN CURRENCY TRANSACTIONS. Under normal market conditions, the
International Equity Fund may engage in foreign currency exchange transactions
to protect against uncertainty in the level of future exchange rates. The
International Equity Fund expects to engage in foreign currency exchange
transactions in connection with the purchase and sale of portfolio securities
("transaction hedging"), and to protect the value of specific portfolio
positions ("position hedging"). The Fund may purchase or sell a foreign currency
on a spot (or cash) basis at the prevailing spot rate in connection with the
settlement of transactions in portfolio securities denominated in that foreign
currency, and may also enter into contracts to purchase or sell foreign
currencies at a future date ("forward contracts") and purchase or sell foreign
currency futures contracts ("futures contracts"). The Fund may also purchase
domestic and foreign exchange-listed and over-the-counter call and put options
on foreign currencies and futures contracts. Hedging transactions involve costs
and may result in losses, and the Fund's ability to engage in hedging and
related options transactions may be limited by tax considerations.

29. TRANSACTION HEDGING. When it engages in transaction hedging, the
International Equity Fund enters into foreign currency transactions with respect
to specific receivables or payables of the International Equity Fund, generally
arising in connection with the purchase or sale of its portfolio securities. The
International Equity Fund will engage in transaction hedging when it desires to
"lock in" the U.S. dollar price of a security it has agreed to purchase or sell,
or the U.S. dollar equivalent of a dividend or interest payment in a foreign
currency. By transaction hedging, the Fund will attempt to protect itself
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.

Although there is no current intention to do so, the International
Equity Fund reserves the right to purchase and sell foreign currency futures
contracts which are traded in the United States and are subject to regulation by
the CFTC.

For transaction hedging purposes the International Equity Fund may also
purchase exchange-listed call and put options on foreign currency futures
contracts and on foreign currencies. A put option on a futures contract gives
the Fund the right to assume a short position in the futures contract until
expiration of the option. A put option on currency gives the Fund the right to
sell a currency at an exercise price until the expiration of the option. A call
option on a futures contract gives the Fund the right to assume a long position
in the futures contract until the expiration of the option. A call option on
currency gives the Fund the right to purchase a currency at the exercise price
until the expiration of the option.

30. POSITION HEDGING. When it engages in position hedging, the
International Equity Fund enters into foreign currency exchange transactions to
protect against a decline in the values of the foreign currencies in which its
portfolio securities are denominated (or an increase in the value of currency
for securities which the Sub-Adviser expects to purchase, when the Fund holds
cash or short-term investments). In connection with the position hedging, the
Fund may purchase or sell foreign currency forward contracts or foreign currency
on a spot basis.

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The precise matching of the amounts of foreign currency exchange
transactions and the value of the portfolio securities involved will not
generally be possible since the value of such securities in foreign currencies
will change as a consequence of market movements in the value of those
securities between the dates the currency exchange transactions are entered into
and the dates they mature.

It is impossible to forecast with precision the market value of
portfolio securities at the expiration or maturity of a forward contract or
futures contract. Accordingly, it may be necessary for the International Equity
Fund to purchase additional foreign currency on the spot market (and bear the
expense of such purchase) if the market value of the security or securities
being hedged is less than the amount of foreign currency the Fund is obligated
to deliver and if a decision is made to sell the security or securities 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 portfolio
security or securities if the market value of such security or securities
exceeds the amount of foreign currency the Fund is obligated to deliver.

Transaction and position hedging do not eliminate fluctuations in the
underlying prices of the securities which the International Equity Fund owns or
expects to purchase or sell. They simply establish a rate of exchange which one
can achieve 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 tend to limit any potential gain which might result
from the increase in the value of such currency.

31. CURRENCY FORWARD AND FUTURES CONTRACTS. Consistent with its
investment objective and policies, the International Equity Fund may invest in
currency forward and futures contracts. A forward 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. Forward contracts are trades in the
interbank markets 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 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. Futures contracts are designed by and traded on
exchanges. The Fund would enter into futures contracts solely for hedging or
other appropriate risk management purposes as defined in the controlling
regulations.

Forward contracts differ from 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.

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<PAGE>

Also, forward 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, the 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.

Positions in the futures contracts may be closed out only on an
exchange or board of trade which provides a secondary market in such contracts.
Although the Fund intends to purchase or sell futures contracts only 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 at any particular time. In such
event, it may not be possible to close a futures position and, in the event of
adverse price movements, the Fund would continue to be required to make daily
cash payments of variation margin, as described below.

A Fund may conduct its foreign currency exchange transactions on a spot
(i.e., cash) basis at the spot rate prevailing in the foreign currency exchange
market or through entering into forward currency contracts to protect against
uncertainty in the level of future exchange rates between particular currencies
or between foreign currencies in which the Fund's securities are or may be
denominated. Under normal circumstances, consideration of the prospect for
changes in currency exchange rates will be incorporated into the Fund's
long-term investment strategies. However, the Adviser and Sub-Adviser believe
that it is important to have the flexibility to enter into forward currency
contracts when it determines that the best interests of the Fund will be served.

When the Adviser and Sub-Adviser believe that the currency of a
particular country may suffer a significant decline against another currency,
the Fund may enter into a currency contract to sell, for the appropriate
currency, the amount of foreign currency approximating the value of some or all
of the Fund's securities denominated in such foreign currency. The Fund may
realize a gain or loss from currency transactions.

32. GENERAL CHARACTERISTICS OF CURRENCY FUTURES CONTRACTS. When the
International Equity Fund purchases or sells a futures contract, it is required
to deposit with its custodian an amount of cash or U.S. Treasury bills up to 5%
of the amount of the futures contract. This amount is known as "initial margin."
The nature of initial margin is different from that of margin 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 a Fund upon termination of the contract,
assuming a Fund satisfies its contractual obligation.

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<PAGE>

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 currency rises above the delivery price, the International Equity
Fund's position declines in value. The Fund then pays a broker a variation
margin payment equal to the difference between the delivery price of the futures
contract and the market price of the currency underlying the futures contract.
Conversely, if the price of the underlying currency 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 currency
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 gain. Such closing transactions involve
additional commission costs.

33. FOREIGN CURRENCY OPTIONS. Options on foreign currencies operate
similarly to options on securities, and are traded primarily in the
over-the-counter market, although options on foreign currencies have recently
been listed on several exchanges. Such options will be purchased or written only
when the International Equity Fund's Sub-Adviser 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 foreign exchange rates and investments generally.

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 may
be 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 dealer 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.

34. FOREIGN CURRENCY CONVERSION. 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 are buying and selling
various currencies. Thus, a dealer may offer to sell a foreign currency to the
International Equity Fund at one rate, while offering a lesser rate of exchange
should the Fund desire to resell that currency to the dealer.

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35. INDEX-BASED INVESTMENTS. Index-Based Investments, such as Standard
& Poor's Depository Receipts ("SPDRs"), NASDAQ-100 Index Tracking Stock ("NASDAQ
100s") and Dow Jones DIAMONDS ("Diamonds"), are interests in a unit investment
trust ("UIT") that may be obtained from the UIT or purchased in the secondary
market. SPDRs, NASDAQ 100s and DIAMONDS are listed on the American Stock
Exchange.

A UIT will generally issue Index-Based Investments in aggregations of
50,000 known as "Creation Units" in exchange for a "Portfolio Deposit"
consisting of (a) a portfolio of securities substantially similar to the
component securities ("Index Securities") of the applicable index (the "Index"),
(b) a cash payment equal to a pro rata portion of the dividends accrued on the
UIT's portfolio securities since the last dividend payment by the UIT, net of
expenses and liabilities, and (c) a cash payment or credit ("Balancing Amount")
designed to equalize the net asset value of the Index and the net asset value of
a Portfolio Deposit.

Index-Based Investments are not individually redeemable, except upon
termination of the UIT. To redeem, the portfolio must accumulate enough
Index-Based Investments to reconstitute a Creation Unit (large aggregations of a
particular Index-Based Investment). The liquidity of small holdings of
Index-Based Investments, therefore, will depend upon the existence of a
secondary market. Upon redemption of a Creation Unit, the portfolio will receive
Index Securities and cash identical to the Portfolio Deposit required of an
investor wishing to purchase a Creation Unit that day.

The price of Index-Based Investments is derived and based upon the
securities held by the UIT. Accordingly, the level of risk involved in the
purchase or sale of Index-Based Investments is similar to the risk involved in
the purchase or sale of traditional common stock, with the exception that the
pricing mechanism for Index-Based Investments is based on a basket of stocks.
Disruptions in the markets for the securities underlying Index-Based Investments
purchased or sold by the Portfolio could result in losses on Index-Based
Investments. Trading in Index-Based Investments involves risks similar to those
risks, described above under "Options," involved in the writing of options on
securities.

36. SMALL CAP/SPECIAL EQUITY SITUATION SECURITIES. Certain Funds may
invest in the securities of small capitalization companies and companies in
special equity situations. Companies are considered to have a small market
capitalization if their capitalization is within the range of those companies in
the S&P 600 Small Cap Index. Companies are considered to be experiencing special
equity situations if they are experiencing unusual and possibly non-repetitive
developments, such as mergers; acquisitions; spin-offs; liquidations;
reorganizations; and new products, technology or management. These companies may
offer greater opportunities for capital appreciation than larger, more
established companies, but investment in such companies may involve certain
special risks. These risks may be due to the greater business risks of small
size, limited markets and financial resources, narrow product lines and frequent
lack of depth in management. The securities of such companies are often traded
in the over-the-counter market and may not be traded in volumes typical on a
national securities exchange.

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Thus, the securities of such companies may be less liquid, and subject to more
abrupt or erratic market movements than securities of larger, more established
growth companies. Since a "special equity situation" may involve a significant
change from a company's past experiences, the uncertainties in the appraisal of
the future value of the company's equity securities and the risk of a possible
decline in the value of the Funds'investments are significant.

37. MONEY MARKET INSTRUMENTS. Each Fund, subject to its own investment
limitations, may invest in money market instruments which are short-term, debt
instruments or deposits and may include, for example, (i) commercial paper rated
within the highest rating category by a NRSRO at the time of investment, or, if
not rated, determined by the Adviser to be of comparable quality; (ii)
obligations (certificates of deposit, time deposits, bank master notes, and
bankers' acceptances) of thrift institutions, savings and loans, U.S. commercial
banks (including foreign branches of such banks), and U.S. and foreign branches
of foreign banks, provided that such institutions (or, in the case of a branch,
the parent institution) have total assets of $1 billion or more as shown on
their last published financial statements at the time of investment; (iii)
short-term corporate obligations rated within the three highest rating
categories by a NRSRO (e.g., at least A by S&P or A by Moody's) at the time of
investment, or, if not rated, determined by the Adviser to be of comparable
quality; (iv) general obligations issued by the U.S. Government and backed by
its full faith and credit, and obligations issued or guaranteed as to principal
and interest by agencies or instrumentalities of the U.S. Government (e.g.,
obligations issued by Farmers Home Administration, Government National Mortgage
Association, Federal Farm Credit Bank and Federal Housing Administration); (v)
receipts, including TRs, TIGRs and CATS; (vi) repurchase agreements involving
such obligations; (vii) money market funds and (viii) foreign commercial paper.
Certain of the obligations in which a Fund may invest may be variable or
floating rate instruments, may involve conditional or unconditional demand
features and may include variable amount master demand notes.

38. TREASURY RECEIPTS. Consistent with its investment objective,
policies and restrictions, each Fund may invest in Treasury receipts. Treasury
receipts are interests in separately traded interest and principal component
parts of U.S. Treasury obligations that are issued by banks and brokerage firms
and are created by depositing Treasury notes and Treasury bonds into a special
account at a custodian bank. The custodian holds the interest and principal
payments for the benefit of the registered owners of the certificates of such
receipts. The custodian arranges for the issuance of the certificates or
receipts evidencing ownership and maintains the register. Receipts include
"Treasury Receipts" ("TR's"), "Treasury Investment Growth Receipts" ("TIGR's"),
and "Certificates of Accrual on Treasury Securities" ("CATS"). TR's, TIGR's and
CATS are sold as zero coupon securities, which means that they are sold at a
substantial discount and redeemed at face value at their maturity date without
interim cash payments of interest or principal. This discount is accrued over
the life of the security, and such accretion will constitute the income earned
on the security for both accounting and tax purposes. Because of these features,
such securities may be subject to greater interest rate volatility than
interest-paying securities.

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39. ILLIQUID SECURITIES. Each Fund has adopted a non-fundamental policy
(which may be changed without shareholder approval) prohibiting the Fund from
investing more than 15% of its total assets in "illiquid" securities, which
include securities with legal or contractual restrictions on resale or for which
no readily available market exists but exclude such securities if resalable
pursuant to Rule 144A under the Securities Act ("Rule 144A Securities").
Pursuant to this policy, the Funds may purchase Rule 144A Securities only in
accordance with liquidity guidelines established by the Board of Trustees of the
Trust and only if the investment would be permitted under applicable state
securities laws.

40. RESTRICTED SECURITIES. Each Fund has adopted a nonfundamental
policy (which may be changed without Shareholder approval) permitting the Fund
to invest in restricted securities provided the Fund complies with the illiquid
securities policy described above. Restricted securities are securities that may
not be sold to the public without registration under the Securities Act of 1933
("1933 Act") and may be either liquid or illiquid. The Adviser will determine
the liquidity of restricted securities in accordance with guidelines established
by the Trust's Board of Trustees. Restricted securities purchased by the Funds
may include Rule 144A securities and commercial paper issued in reliance upon
the "private placement" exemption from registration under Section 4(2) of the
1933 Act (whether or not such paper is a Rule 144A security).

INVESTMENT RESTRICTIONS

Unless otherwise indicated, the following investment restrictions are
fundamental and, as such, may be changed with respect to a particular Fund only
by a vote of a majority of the outstanding Shares of that Fund (as defined
below). Except with respect to a Fund's restriction governing the borrowing of
money, if a percentage restriction is satisfied at the time of investment, a
later increase or decrease in such percentage resulting from a change in asset
value will not constitute a violation of the restriction.

THE DIVIDEND CAPTURE FUND MAY NOT:

1. Purchase securities on margin (except that the Dividend
Capture Fund may make margin payments in connection with transactions
in options and financial and currency futures contracts), sell
securities short, participate on a joint or joint and several basis in
any securities trading account, or underwrite the securities of other
issuers, except to the extent that the Fund may be deemed to be an
underwriter under certain securities laws in the disposition of
"restricted securities" acquired in accordance with the investment
objectives and policies of the Fund;

2. Purchase or sell commodities, commodity contracts
(excluding options and financial and currency futures contracts), oil,
gas or mineral exploration leases or development programs, or real
estate (although investments by the Fund in marketable securities of
companies engaged in such activities and investments by the Fund in

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securities secured by real estate or interests therein, are not hereby
precluded to the extent the investment is appropriate to such Fund's
investment objective and policies);

3. Invest in any issuer for purposes of exercising control or
management;

4. Purchase or retain securities of any issuer if the officers
or Trustees of the Trust or the officers or directors of its investment
adviser owning beneficially more than one-half of 1% of the securities
of such issuer together own beneficially more than 5% of such
securities;

5. Borrow money or issue senior securities, except that the
Fund may borrow from banks or enter into reverse repurchase agreements
for temporary emergency purposes in amounts up to 10% of the value of
its total assets at the time of such borrowing; or mortgage, pledge, or
hypothecate any assets, except in connection with permissible
borrowings and in amounts not in excess of the lesser of the dollar
amounts borrowed or 10% of the value of the Fund's total assets at the
time of its borrowing. The Fund will not invest in additional
securities until all its borrowings (including reverse repurchase
agreements) have been repaid. For purposes of this restriction, the
deposit of securities and other collateral arrangements with respect to
options and financial and currency futures contracts, and payments of
initial and variation margin in connection therewith, are not
considered a pledge of the Fund's assets; and

EACH OF THE FUNDS MAY NOT:

1. Purchase securities of any one issuer, other than
obligations issued or guaranteed by the U.S. Government, its agencies,
or instrumentalities, (and, with respect to the International Equity
Fund only, repurchase agreements involving such securities) if,
immediately after the purchase, more than 5% of the value of such
Fund's total assets would be invested in the issuer or the Fund would
hold more than 10% of any class of securities of the issuer or more
than 10% of the issuer's outstanding voting securities (except that up
to 25% of the value of the Fund's total assets may be invested without
regard to these limitations). With respect to the International Equity
Fund, for purposes of this investment limitation, each foreign
governmental issuer is deemed a separate issuer;

2. Purchase any securities that would cause more than 25% of
such Fund's total assets at the time of purchase to be invested in
securities of one or more issuers conducting their principal business
activities in the same industry, provided that (a) there is no
limitation with respect to obligations issued or guaranteed by the U.S.
or foreign governments or their agencies or instrumentalities and
repurchase agreements secured by obligations of the U.S. Government or
its agencies or instrumentalities; (b) wholly owned finance companies
will be considered to be in the industries of their parents if their
activities are primarily related to financing the activities of their
parents; and (c) utilities
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will be divided according to their services (for example, gas, gas
transmission, electric and gas, electric, and telephone will each be
considered a separate industry); and

3. Make loans, except that a Fund may purchase or hold debt
instruments, lend portfolio securities, and enter into repurchase
agreements in accordance with its investment objective and policies.

THE DIVIDEND CAPTURE FUND :

1. May not purchase securities of other investment companies,
except as permitted by the 1940 Act.

THE MID/SMALL CAP FUND AND THE INTERNATIONAL EQUITY FUND:

1. May purchase securities of any issuer only when consistent
with the maintenance of its status as a diversified company under the
Investment Company Act of 1940, or the rules or regulations thereunder,
as such statute, rules or regulations may be amended from time to time.

2. Concentrate investments in a particular industry or group
of industries, or within any one state, as concentration is defined
under the Investment Company Act of 1940, or the rules and regulations
thereunder, as such statute, rules or regulations may be amended from
time to time.

3. May issue senior securities to the extent permitted by the
Investment Company Act of 1940, or the rules or regulations thereunder,
as such statute, rules or regulations may be amended from time to time.

4. May lend or borrow money to the extent permitted by the
Investment Company Act of 1940, or the rules or regulations thereunder,
as such statute, rules or regulations may be amended from time to time.

5. May purchase or sell commodities, commodities contracts,
futures contracts, or real estate to the extent permitted by the
Investment Company Act of 1940, or the rules or regulations thereunder,
as such statute, rules or regulations may be amended from time to time.

6. May underwrite securities to the extent permitted by the
Investment Company Act of 1940, or the rules or regulations thereunder,
as such statute, rules or regulations may be amended from time to time.

7. May pledge, mortgage or hypothecate any of its assets to
the extent permitted by the Investment Company Act of 1940, or the
rules or regulations thereunder, as such statute, rules or regulations
may be amended from time to time.

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The fundamental limitations of the Mid/Small Cap Fund and the
International Equity Fund have been adopted to avoid wherever possible the
necessity of shareholder meetings otherwise required by the 1940 Act. This
recognizes the need to react quickly to changes in the law or new investment
opportunities in the securities markets and the cost and time involved in
obtaining shareholder approvals for diversely held investment companies.
However, the Funds also have adopted nonfundamental limitations, set forth
below, which in some instances may be more restrictive than their fundamental
limitations. Any changes in a Fund's nonfundamental limitations will be
communicated to the Fund's shareholders prior to effectiveness.

1940 ACT RESTRICTIONS. Under the 1940 Act, and the rules, regulations
and interpretations thereunder, a "diversified company," as to 75% of its totals
assets, may not purchase securities of any issuer (other than obligations of, or
guaranteed by, the U.S. Government, its agencies or its instrumentalities) if,
as a result, more than 5% of the value of its total assets would be invested in
the securities of such issuer or more than 10% of the issuer's voting securities
would be held by the fund. "Concentration" is generally interpreted under the
1940 Act to be investing more than 25% of net assets in an industry or group of
industries. The 1940 Act limits the ability of investment companies to borrow
and lend money and to underwrite securities. The 1940 Act currently prohibits an
open-end fund from issuing senior securities, as defined in the 1940 Act, except
under very limited circumstances.

The 1940 Act also limits the amount that the Funds may invest in other
investment companies prohibiting each Fund in the aggregate (with each other and
with all other mutual funds in the Trust) from: (i) owning more than 3% of the
total outstanding voting stock of a single other investment company; (ii)
investing more than 5% of its total assets in the securities of a single other
investment company; and (iii) investing more than 10% of its total assets in
securities of all other investment companies. The SEC rules applicable to money
market funds also govern and place certain quality restrictions on these
investments.

THE FOLLOWING INVESTMENT LIMITATIONS OF THE MID/SMALL CAP FUND AND THE
INTERNATIONAL EQUITY FUND ARE NON-FUNDAMENTAL POLICIES. EACH FUND MAY NOT:

1. Acquire more than 10% of the voting securities of any one
issuer. This limitation applies to only 75% of a Fund's assets.

2. Invest in companies for the purpose of exercising control.

3. Borrow money, except for temporary or emergency purposes
and then only in an amount not exceeding one-third of the value of
total assets and except that a Fund may borrow from banks or enter into
reverse repurchase agreements for temporary emergency purposes in
amounts up to 10% of the value of its total assets at the time of such
borrowing. To the extent that such borrowing exceeds 5% of the value of
the Fund's assets, asset coverage of at least 300% is required. In the
event that such asset coverage shall at any time fall below 300%, the
Fund shall, within three days thereafter or such

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<PAGE>

longer period as the Securities and Exchange Commission may prescribe
by rules and regulations, reduce the amount of its borrowings to such
an extent that the asset coverage of such borrowing shall be at least
300%. This borrowing provision is included solely to facilitate the
orderly sale of portfolio securities to accommodate heavy redemption
requests if they should occur and is not for investment purposes. All
borrowings will be repaid before making additional investments and any
interest paid on such borrowings will reduce income.

4. Pledge, mortgage or hypothecate assets except to secure
temporary borrowings permitted by (3) above in aggregate amounts not to
exceed 10% of total assets taken at current value at the time of the
incurrence of such loan, except as permitted with respect to securities
lending.

5. Purchase or sell real estate, real estate limited
partnership interest, commodities or commodities contracts (except that
the Mid/Small Cap Fund and the International Equity Fund may invest in
futures contracts and options on futures contracts, as disclosed in the
prospectuses) and interest in a pool of securities that are secured by
interests in real estate. However, subject to their permitted
investments, any Fund may invest in companies which invest in real
estate, commodities or commodities contracts.

6. Make short sales of securities, maintain a short position
or purchase securities on margin, except that the Trust may obtain
short-term credits as necessary for the clearance of security
transactions.

7. Act as an underwriter of securities of other issuers
except as it may be deemed an underwriter in selling a Fund
security.

8. Issue senior securities (as defined in the Investment
Company Act of 1940) except in connection with permitted borrowings as
described above or as permitted by rule, regulation or order of the
Securities and Exchange Commission.

9. Purchase or retain securities of an issuer if, to the
knowledge of the Trust, an officer, trustee, partner or director of the
Trust or the Adviser or Sub-Advisers of the Trust owns beneficially
more than 1/2 or 1% of the shares or securities or such issuer and all
such officers, trustees, partners and directors owning more than 1/2 or
1% of such shares or securities together own more than 5% of such
shares or securities.

10. Invest in interest in oil, gas, or other mineral
exploration or development programs and oil, gas or mineral leases.

VOTING INFORMATION. As used in this Statement of Additional
Information, a "vote of a majority of the outstanding Shares" of the Trust or a
particular Fund or a particular Class of Shares of the Trust or a Fund means the
affirmative vote of the lesser of (a) more than 50% of

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<PAGE>

the outstanding Shares of the Trust or such Fund or such Class, or (b) 67% or
more of the Shares of the Trust or such Fund or such Class present at a meeting
at which the holders of more than 50% of the outstanding Shares of the Trust or
such Fund or such Class are represented in person or by proxy.

PORTFOLIO TURNOVER

A Fund's turnover rate is calculated by dividing the lesser of a Fund's
purchases or sales of portfolio securities for the year by the monthly average
value of the portfolio securities. The calculation excludes all securities whose
maturities at the time of acquisition were one year or less.

The portfolio turnover rate may vary greatly from year to year as well
as within a particular year, and may also be affected by cash requirements for
redemption of Shares.

VALUATION

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.

VALUATION OF THE FUNDS

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 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.

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.

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<PAGE>

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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<PAGE>

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

Investment A Shares and Investment B 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. Individuals who receive Trust Shares as a
result of a trust distribution or similar transaction or by operation of law,
will be permitted to retain such shares, but may not purchase additional Trust
Shares, except by means of the reinvestment of dividends or distributions.
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.

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:

o a trust company or commercial bank whose deposits are insured
by the Bank Insurance Fund ("BIF"), which is administered by
the FDIC;
o a member of the New York, American, Midwest, or Pacific Stock
Exchanges;
o 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
o 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.

-34-
<PAGE>

OTHER PURCHASE INFORMATION

Purchases of all classes of shares are made at net asset value, plus
(for Investment A 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 A Shares or Investment B 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 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 A SHARES) . Sales charges
applicable in purchases of Investment A 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.

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<PAGE>

Accumulated Purchases. If an existing shareholder already owns
Investment A 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 A
Shares in a Fund, the sales charge on an additional $150,000 purchase in that
Fund would be the charge applicable to a $300,000 investment.

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 A Shares in any
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 A Shares of a Fund will only pay a 4.75% sales charge on
all purchases made during the period which total at least $100,000 and will
deposit 1.00% (the amount of the discount) 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 A 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 A 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 A Shares and
utilizes the reinstatement privilege, there may be tax consequences.

Concurrent Purchases. For purposes of qualifying for a sales charge
reduction, an investor may combine concurrent purchases of Investment A Shares
in two or more Equity or Income Funds. For example, if an investor concurrently
purchases Investment A Shares in one Fund totaling $30,000 and Investment A
Shares in another Fund totaling $70,000, the sales charge will be reduced for
each investment as if $100,000 had been invested in each Fund.

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.
-36-

<PAGE>
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

Redemptions of all classes of shares are made at net asset value, less
(for Investment B Shares only) any applicable CDSC. If you make exchanges of
your Investment B Shares among the Funds, the holding period for purposes of
determining the applicable CDSC will be determined based on the purchase date of
your original shares.

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.

ADDITIONAL FEDERAL TAX INFORMATION

Each Fund intends to qualify annually as a regulated investment company
under Subchapter M of the Internal Revenue Code of 1986, as amended (the
"Code"). In order to so qualify and 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 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) each year distribute at least 90% of its dividends, interest
(including tax-exempt interest), certain other income and the excess, if any, of
its net short-term capital gains over its net long-term capital losses; 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, cash items,
U.S. Government securities, securities of other regulated investment companies,
and other securities, limited in respect of any one issuer to a value not

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<PAGE>

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 that the Fund controls and that 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 failed to qualify as a regulated investment company
accorded special tax treatment in any taxable year, the Fund would be subject to
tax on its taxable income at corporate rates, and all distributions from
earnings and profits, including any distributions of net tax-exempt income and
net long-term capital gains, would be taxable to shareholders as ordinary
income.

If a Fund fails to distribute in a calendar year substantially all of
its ordinary income for the year and substantially all its net capital gain
income for the one-year period ending October 31 of the year (and any retained
amount from the prior calendar year), the Fund will be subject to a
non-deductible 4% excise tax on the undistributed amounts.

Distributions of taxable income or capital gains are taxable to Fund
shareholders whether received in cash or in Fund shares through automatic
reinvestment. Any dividend declared by a Fund to Shareholders of record on a
date in October, November or December generally is deemed to have been received
by its Shareholders on December 31 of such year (and paid by the Fund on or
before such time) provided that the dividend actually is paid during January of
the following year.

Shareholders who sell Fund Shares will generally recognize gain or loss
in an amount equal to the difference between their adjusted tax basis in the
Fund Shares and the amount received. If Fund Shareholders hold their Fund Shares
as capital assets, the gain or loss will be a capital gain or loss. The tax rate
generally applicable to net capital gains recognized by individuals and other
noncorporate taxpayers is (i) the same as the maximum ordinary income tax rate
for gains recognized on the sale of capital assets held for one year or less or
(ii) 20% for gains recognized on the sale of capital assets held for more than
one year (as well as capital gain dividends). For taxable years beginning after
December 31, 2000, the maximum capital gain tax rate for capital assets
(including Fund Shares) held by a non-corporate Shareholder for more than 5
years will be 8 percent and 18 percent (rather than 10 percent and 20 percent).
The 18-percent rate applies only to assets the holding period for which begins
after December 31, 2000 (including by way of an election to mark the asset to
the market, and to pay the tax on any gain thereon, as of January 2, 2001). The
mark-to-market election may be disadvantageous from a federal tax perspective,
and Shareholders should consult their tax advisors before making such an
election.

Any loss will be treated as a long-term capital loss to the extent of
any capital gain dividends received with respect to those Fund Shares. For
purposes of determining whether

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<PAGE>

Fund Shares have been held for six months or less, the holding period is
suspended for any periods during which your risk of loss is diminished as a
result of holding one or more other positions in substantially similar or
related property, or through certain options or short sales. In addition, any
loss realized on a sale or exchange of Fund Shares will be disallowed to the
extent that Fund Shareholders replace the disposed of Fund Shares with other
Fund Shares within a period of 61 days beginning 30 days before and ending 30
days after the date of disposition, which could, for example, occur as a result
of automatic dividend reinvestment. In such an event, a Fund Shareholder's basis
in the replacement Fund Shares will be adjusted to reflect the disallowed loss.

If a Fund Shareholder borrows money to buy Fund Shares, such
Shareholder may not deduct the interest on that loan. Under Internal Revenue
Service rules, Fund Shares may be treated as having been bought with borrowed
money even if the purchase of the Fund Shares cannot be traced directly to
borrowed money.

If a Fund engages in hedging transactions, including hedging
transactions in options, futures contracts, and straddles, or other similar
transactions, it will be subject to special tax rules (including constructive
sales, mark-to-market, straddle, wash sale, and short sale rules), the effect of
which may be to accelerate income to the Fund, defer losses to the Fund, cause
adjustments in the holding periods of the Fund's securities, or convert
short-term capital losses into long-term capital losses. These rules could
therefore affect the amount, timing and character of distributions to
shareholders.

Certain of a Fund's hedging activities (including its transactions, if
any, in foreign currencies or foreign currency-denominated instruments) are
likely to produce a difference between its book income and its taxable income.
If a Fund's book income exceeds its taxable income, the distribution (if any) of
such excess will be treated as (i) a dividend to the extent of the Fund's
remaining earnings and profits (including earnings and profits arising from
tax-exempt income), (ii) thereafter as a return of capital to the extent of the
recipient's basis in the shares, and (iii) thereafter as gain from the sale or
exchange of a capital asset. If the Fund's book income is less than its taxable
income, the Fund could be required to make distributions exceeding book income
to qualify as a regulated investment company that is accorded special tax
treatment.

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 return of capital to the extent of a Shareholder's tax basis in
Fund shares, and thereafter as capital gain. A return of capital is not taxable,
but it reduces the Shareholder's tax basis in the shares, thus reducing any loss
or increasing any gain on a subsequent taxable disposition of those shares.

A Fund's investment in securities issued at a discount and certain
other obligations will (and investments in securities purchased at a discount
may) require the Fund to accrue and distribute income not yet received. In order
to generate sufficient cash to make the requisite

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<PAGE>

distributions, a Fund may be required to sell securities in its portfolio that
it otherwise would have continued to hold.

The Funds will be required in certain cases to withhold and remit to
the United States Treasury 31% of taxable dividends and other distributions paid
to any Shareholder who has provided either an incorrect tax identification
number or no number at all, or who is subject to withholding by the Internal
Revenue Service for failure to properly include on his or her tax return
payments of interest or dividends.

The foregoing discussion under "Federal Taxation" is only a summary of
some of the important Federal tax considerations generally affecting purchasers
of the Funds' Shares. No attempt has been made to present a detailed explanation
of the Federal income tax treatment of the Funds, and this discussion is not
intended as a substitute for careful tax planning. Accordingly, potential
purchasers of the Funds' Shares are urged to consult their tax advisers with
specific reference to their own tax situation. Foreign Shareholders should
consult their tax advisers regarding the U.S. and foreign tax consequences of an
investment in the Funds. In addition, this discussion is based on tax laws and
regulations that are in effect on the date of this Statement of Additional
Information; such laws and regulations may be changed by legislative, judicial
or administrative action, and such changes may be retroactive.

FOREIGN TAXES

Dividends and interest received by a Fund may be subject to income,
withholding or other taxes imposed by foreign countries and U.S. possessions
that would reduce the yield on the Fund's securities. Tax conventions between
certain countries and the United States may reduce or eliminate these taxes.
Foreign countries generally do not impose taxes on capital gains with respect to
investments by foreign investors. If at the end of a Fund's fiscal year more
than 50% of the value of its total assets represents securities of foreign
corporations, the Fund will be eligible to make an election permitted by the
Code to treat any foreign taxes paid by it on securities it has held for at
least the minimum period specified in the Code as having been paid directly by
the Fund's Shareholders in connection with the Fund's dividends received by
them. In this case, Shareholders generally will be required to include in U.S.
taxable income their pro rata share of such taxes, and those Shareholders who
are U.S. citizens, U.S. corporations and, in some cases, U.S. residents will be
entitled to deduct their share of such taxes. Alternatively, such Shareholders
who hold Fund Shares (without protection from risk of loss) on the ex-dividend
date and for at least 15 other days during the 30-day period surrounding the
ex-dividend date will be entitled to claim a foreign tax credit for their share
of these taxes. If a Fund makes the election, it will report annually to its
Shareholders the respective amounts per share of the Fund's income from sources
within, and taxes paid to, foreign countries and U.S. possessions.

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<PAGE>

DIVIDENDS AND DISTRIBUTIONS

Each of the 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.

MANAGEMENT OF THE HUNTINGTON FUNDS

TRUSTEES AND OFFICERS

Overall responsibility for management of each Fund rests with the
Trustees of the Trust, who are elected by the Trust's Shareholders. There are
currently three Trustees, all of whom are not "interested persons" of the Trust
within the meaning of that term under the 1940 Act.

The Trustees, in turn, elect the officers of the Trust to supervise
actively its day-to-day operations.

The Trustees and officers of the Trust, their addresses and principal
occupations during the past five years are set forth below.

POSITION(S) HELD WITH PRINCIPAL OCCUPATION
NAME AND ADDRESS THE HUNTINGTON FUNDS DURING PAST 5 YEARS
---------------- -------------------- -------------------
<S> <C> <C> <C>
David S. Schoedinger Trustee Chairman of the Board, Schoedinger
229 East State Street Funeral Service; Schoedinger Financial
Columbus, Ohio Services, Inc.; Past President, Board
Birth date: November 27, 1942 of Directors of National Selected
(1992-1993).

John M. Shary Trustee and Chairman of the Retired; Formerly: Member, Business
3097 Walden Ravine Board Advisory Board, DPEC-Data Processing
Columbus, Ohio 43321 Education Corp. (1993-1996); Member,
Birth date: November 28, 1930 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).
-41-
<PAGE>

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

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

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

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

Todd Cipperman Vice President and Assistant General Counsel of SEI Investments
One Freedom Valley Road Secretary since 2000; Vice President and
Oaks, Pennsylvania 19456 Assistant Secretary of SEI Investments
Birth date: February 14, 1966 since 1995; Associate attorney with
Dewey Ballantine (1994-1995); Associate
attorney with Winston & Strawn
(1991-1994).
-42-

<PAGE>

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

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

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

</TABLE>

The Trustees of the Trust receive quarterly retainer fees and fees and
expenses for each meeting of the Board of Trustees attended. No employee,
officer or stockholder of SEI Investments Mutual Funds Services and/or SEI
Investments Distribution Co. receives any compensation directly from the Trust
for serving as a Trustee and/or officer. SEI Investments Mutual Funds Services
and/or SEI Investments Distribution Co. receive administration, fund accounting
servicing and distribution fees from each of the Funds. See "Sub-Administrator"
and "Distributor" below. Messrs. Foggo, Cipperman, Barto and Mmes. Gavallis and
McCullough are employees and officers of SEI Investments Company. While SEI
Investments Mutual Funds Services is a distinct legal entity from SEI
Investments Distribution Co., SEI Investments Mutual Funds Services is
considered to be an affiliated person of SEI Investments Distribution Co. under
the 1940 Act due to, among other things, the fact that SEI Investments
Distribution Co. and SEI Investments Mutual Funds Services are both controlled
by the same ultimate parent company, SEI Investments Company.

During the fiscal year ended December 31, 2000, fees paid to the
disinterested Trustees for their services to The Huntington Funds as Trustees
aggregated $ . For the disinterested Trustees, the following table sets forth
information concerning fees paid and retirement benefits accrued during the
fiscal year ended December 31, 2000 from The Huntington Funds:

<TABLE>
<CAPTION>
(3)
Pension or (5)
(2) Retirement (4) Total Compensation
(1) Aggregate Benefits Accrued Estimated Annual from Fund
Name of Compensation as Part of Fund Benefits Upon Complex Paid to
Trustee from Group Expenses Retirement Trustees
______ _______ ______ ______ ______

<S> <C> <C> <C> <C>
David S. Schoedinger $ . None None $ .
--------- --------
John M. Shary $ . None None $ .
--------- --------
William R. Wise $ . None None $ .
--------- --------
</TABLE>

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<PAGE>

During the fiscal year ended December 31, 2000, fees paid to the
disinterested Trustees for their services to The Huntington VA Funds as Trustees
aggregated $_______. For the disinterested Trustees, the following table sets
forth information concerning fees paid and retirement benefits accrued during
the fiscal year ended December 31, 2000 from The VA Huntington Funds:
<TABLE>
<CAPTION>

(3)
Pension or (5)
(2) Retirement (4) Total Compensation
(1) Aggregate Benefits Accrued Estimated Annual from Fund
Name of Compensation as Part of Fund Benefits Upon Complex Paid to
Trustee from Group Expenses Retirement Trustees
______ _______ ______ ______ ______

<S> <C> <C> <C> <C>
David S. Schoedinger $ . None None $ .
--------- ---------
John M. Shary $ . None None $ .
--------- ---------
William R. Wise $ . None None $ .
--------- ---------
</TABLE>

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.

CODE OF ETHICS

The Trust, Huntington Bank, [LIST EACH SUB-ADVISOR] and SEI Investments
Distribution Co. have each adopted a code of ethics ("Codes") pursuant to Rule
17j-1 of the 1940 Act, and these Codes permit personnel covered by the Codes to
invest in securities, including securities that may be purchased or held by each
Fund, subject to certain restrictions.

INVESTMENT ADVISER

Huntington National Bank is the investment adviser to each of the Funds
of the Trust. It is an indirect, wholly-owned subsidiary of Huntington
Bancshares Incorporated ("HBI") and is deemed to be controlled by HBI. With $___
billion in assets as of December 31, 2000, 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,

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<PAGE>

cash management, brokerage services, retail banking, international
services, mortgage banking, investment advisory services and trust services.

Under the investment advisory agreement between the Trust and
Huntington (the "Investment Advisory 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 Investment
Advisory Agreement. During the fiscal year ended December 31, 2001, Huntington
expects to collect the following fees:

Dividend Capture Fund 0.75%
International Equity Fund 1.00%
Small/Mid Cap Fund 0.75%
New Economy Fund 0.85%

Depending on the size of the Fund, fees payable under the Investment
Advisory Agreement may be higher than the advisory fee paid by most mutual
funds, although the Board of Trustees believes it will be comparable to advisory
fees paid by many funds having similar objectives and policies. The Adviser may
from time to time agree to voluntarily reduce its advisory fee, however, it is
not currently doing so for each Fund. While there can be no assurance that the
Adviser will choose to make such an agreement, any voluntary reductions in the
Adviser's advisory fee will lower the Fund's expenses, and thus increase the
Fund's yield and total return, during the period such voluntary reductions are
in effect.

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

The Investment Advisory 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 Agreement also terminate
without payment of any penalty in the event of its assignment. The Investment
Advisory Agreement provides 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

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<PAGE>

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 A Shares or Investment B 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.

THE SUB-ADVISERS

The Adviser __________ and have entered into a sub-advisory agreement
which relates to the International Equity Fund. Under its sub-advisory
agreement, __________ is entitled to a fee which is calculated daily and paid
monthly at an annual rate of 0.50% of the average daily net assets of the
International Equity Fund. Such a fee is paid by the Adviser, and ____________
receives no fees directly from the International Equity Fund.

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.

-46-
<PAGE>

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 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.

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<PAGE>

This section normally would include a table showing brokerage
commissions paid for each Fund. Because the Funds have not yet been in operation
for a full calendar year, the table is not shown.

ADMINISTRATOR AND SUB-ADMINISTRATOR

Huntington is the administrator of the Trust. Pursuant to its
Administration Agreement, Huntington provides the Trust with administrative
services, regulatory reporting, all necessary office space, equipment,
personnel, compensation and facilities for handling the affairs of the Funds and
such other services as the Trustees may, from time to time, reasonably request
and Huntington shall, from time to time, reasonably determine to be necessary to
perform its obligations under the Administration Agreement. In addition,
Huntington provides fund accounting and related portfolio accounting services
under the Administration Agreement. For its administrative services, Huntington
receives an annual fee, computed daily and paid monthly, of 0.11% of each Fund's
average daily net assets. For its fund accounting services, Huntington receives
an annual fee, computed daily and paid monthly, of 0.03% of each Fund's average
daily net assets.

The Administration Agreement became effective on December 20, 1999, and
will continue in effect for a period of five years, and thereafter will continue
for successive one-year periods, unless terminated by either party on not less
than 60 days' prior written notice. Under certain circumstances, the
Administration Agreement may be terminated on 45 days' prior written notice or
immediately by the Trust without prior notice. The Administration Agreement
provides that Huntington shall not be liable for any error of judgment or
mistake of law or any loss suffered by the Trust in connection with the matters
to which the Administration Agreement relates, except a loss resulting from
willful misfeasance, bad faith, or negligence in the performance of its duties,
or from the disregard by Huntington of its obligations and duties thereunder.

From January 12, 1998 to December 20, 1999, Huntington served as
administrator of the Trust pursuant to an Administration Agreement dated January
12, 1998. Prior to January 12, 1998, the Trust had retained SEI Investments
Mutual Funds Services ("SEI"), an affiliate of SEI Investments Company as its
administrator since January 11, 1996.

Huntington has entered into a Sub-Administration Agreement with SEI
pursuant to which SEI provides certain administrative and fund accounting
services to the Trust. Under this Agreement, Huntington will pay to SEI a
periodic fee at an annual rate of 0.08% of the average daily net assets of all
Funds.

Normally this section would include a table showing the administrative
fees paid pursuant to the applicable administration agreement. Because the Funds
have not been in operation for a full calendar year, the table is not shown.

-48-
<PAGE>

ADMINISTRATIVE SERVICES AGREEMENT

On November 1, 2000, the Huntington Funds entered into an Administrative Service
Agreement with Huntington . Pursuant to this Agreement, Investment A Shares,
Investment B Shares, and Trust Shares pay to Huntington a fee at the annual rate
of 0.25% of the average daily net assets of all Funds.

GLASS-STEAGALL ACT

The Gramm-Leach-Bliley Act of 1999 repealed certain provisions of the
Glass-Steagall Act that had previously restricted the ability of banks and their
affiliates to engage in certain mutual fund activities. Nevertheless, the
Adviser's activities remain subject to, and may be limited by, applicable
federal banking law and regulations. The Adviser and the Sub-Advisers believe
that they possess the legal authority to perform the services for the Funds
contemplated by the Investment Advisory Agreement and the Sub-Advisory
Agreements and described in the Prospectuses and this Statement of Additional
Information and has so represented in the Investment Advisory Agreement and the
Sub-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 the Adviser from
continuing to perform such services for the Trust. Depending upon the nature of
any changes in the services that could be provided by the Adviser, or the
Sub-Advisers, the Board of Trustees of the Trust would review the Trust's
relationship with the Adviser and the Sub-Advisers and consider taking all
action necessary in the circumstances.

Should further legislative, judicial or administrative action prohibit
or restrict the activities of the Adviser, 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
Trust's method of operations would affect its net asset value per Share or
result in financial losses to any Customer.

EXPENSES

The Trust's service providers bear all expenses in connection with the
performance of their respective services, except that each Fund will bear the
following expenses relating to its operations: taxes, interest, brokerage fees
and commissions, if any, fees and travel expenses of Trustees who are not
partners, officers, directors, shareholders or employees of Huntington Bank, SEI
Investments Mutual Funds Services or SEI Investments Distribution Co.,
Securities and Exchange Commission fees and state fees and expenses, certain
insurance premiums, outside and, to the extent authorized by the Trust, inside
auditing and legal fees and expenses, fees charged by rating agencies in having
the Fund's Shares rated, advisory and administration fees, fees and reasonable
out-of-pocket expenses of the custodian and transfer agent, expenses incurred
for pricing securities owned by the Fund, costs of maintenance of corporate
existence, typesetting and printing prospectuses for regulatory purposes and for
distribution to current

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<PAGE>

Shareholders, costs and expenses of Shareholders' and Trustees' reports and
meetings and any extraordinary expenses.

DISTRIBUTOR

SEI Investments Distribution Co., whose address is One Freedom Valley
Road, Oaks, Pennsylvania 19456, is the Distributor (principal underwriter) of
the Funds. SEI Distribution is an affiliated person of SEI, the Trust's
sub-administrator. Under a Distribution Agreement with SEI Investments
Distribution Co. 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 A Shares and any contingent deferred sales charges ("CDSCs") on
the redemption of Investment B Shares are collected by the Distributor. The
Distributor reallows up to 90% of front-end sales charges.

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 the Distributor receives fees from the Funds
in connection with the sale and distribution of Investment A Shares and
Investment B Shares and the provision of shareholder services to holders of such
share classes. 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 A Shares and/or
Investment B 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 A Shares and/or Investment B 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 A Shares or
Investment B 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
A Shares or Investment B Shares. As of the date of this Statement of Additional
Information, The Huntington Investment Company and Huntington have entered into
agreements with the
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<PAGE>

Distributor concerning the provision of administrative services to customers of
The Huntington Group who purchase Investment A Shares or Investment B Shares of
the Funds.

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

For each of the Investment A Shares class and Investment B Shares
class, 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 A Shares or Investment B Shares (as applicable) 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 for either Investment A
Shares or Investment B Shares with respect to a Fund requires the approval of
the holders of that Fund's Investment A Shares or Investment B Shares (as
applicable). 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.

Normally this section would include a table showing the fees paid
pursuant to the Distribution Plan. Because the Funds have not been in operation
for a full calendar year, the table is not shown.

TRANSFER AGENT AND CUSTODIAN SERVICES

For each of the Funds, Huntington acts as custodian. For an annual fee
of 0.026% of each Fund's average daily net assets, Huntington is generally
responsible as custodian for the safekeeping of Fund assets, including the
acceptance or delivery of cash or securities where appropriate, registration of
securities in the appropriate Fund name or the name of a nominee, maintenance of
bank accounts on behalf of the Funds. 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.

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.

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<PAGE>

AUDITOR

The financial statements of the Trust for the period ended December 31,
2000, incorporated by reference into this Statement of Additional Information
have been audited by KPMG LLP, Two Nationwide Plaza, Columbus, Ohio 43215,
independent accountants, as set forth in their report also incorporated by
reference into this Statement of Additional Information, and are included in
reliance upon such report and on the authority of such firm as experts in
auditing and accounting.

LEGAL COUNSEL

Ropes & Gray, One Franklin Square, 1301 K Street, N.W., Suite 800 East,
Washington, D.C. 20005, are counsel to the Trust and will pass upon the
legality of the Shares offered hereby.

ADDITIONAL INFORMATION

DESCRIPTION OF SHARES

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 Statement of Additional Information,
the Trustees have established three classes of shares, known as Investment A
Shares, Investment B Shares and Trust Shares, in the Dividend Capture Fund, the
International Equity Fund, the Mid/Small Cap Fund, and the New Economy Fund.

Investment A Shares, Investment B 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 A Shares and/or
Investment B Shares will be entitled to vote on matters submitted to shareholder
vote with respect to the Rule 12b-1 Plan applicable to such class or classes.

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

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<PAGE>

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

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

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

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

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

CALCULATION OF PERFORMANCE DATA

From time to time, articles relating to the performance, rankings, and
other investment characteristics of mutual funds and their investment advisers,
including the Funds and the Adviser, may appear in national, regional, and local
publications. In particular, some publications may publish their own rankings or
performance reviews of mutual funds and their investment advisers, including the
Funds and the Adviser. Various mutual fund or market indices may also serve as a
basis for comparison of the performance of the Funds with other mutual funds or
mutual fund portfolios with comparable investment objectives and policies. In
addition to the indices prepared by Dow Jones & Co., Inc. and Standard & Poor's
Corporation,

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<PAGE>

references to or reprints from the following publications may be used in
the Trust's promotional literature: IBC/Donoghue's Money Fund Report,
Ibbotson Associates of Chicago, Morningstar, Lipper, Inc., CDA/Wiesenberger
Investment Company Services, SEI Investments, Callan Associates, Wilshire
Associates, MONEY Magazine, Pension and Investment Age, Forbes, BusinessWeek,
Smart Money, American Banker, Fortune Magazine, Worth, Institutional Investor,
Barron's National Business & Financial Weekly, Investor's Business Daily,
Barron's, Pensions and Investments, Investment News, America Online, The Wall
Street Journal, New York Times, San Francisco Chronicle and Examiner, Los
Angeles Business Journal, Los Angeles Times, USA Today, Sacramento Bee, Seattle
Times, Seattle Daily Journal of Commerce, Seattle Post/Intelligence, Seattle
Business Journal, Tacoma New Tribune, Bellevue Journal-American, The Oregonian,
Puget Sound Business Journal, Portland Chamber of Commerce and Portland Daily
Journal of Commerce/Portland Business Today. Shareholders may call toll free
1-800-253-0412 for current information concerning the performance of each of the
Funds.

From time to time, the Funds may include the following types of
information in advertisements, supplemental sales literature and reports to
Shareholders: (1) discussions of general economic or financial principles (such
as the effects of compounding and the benefits of dollar-cost averaging); (2)
discussions of general economic trends; (3) presentations of statistical data to
supplement such discussions; (4) descriptions of past or anticipated portfolio
holdings for one or more of the Funds within the Trust; (5) descriptions of
investment strategies for one or more of the Funds; (6) descriptions or
comparisons of various savings and investment products (including, but not
limited to, insured bank products, annuities, qualified retirement plans and
individual stocks and bonds), which may or may not include the Funds; (7)
comparisons of investment products (including the Funds) with relevant market or
industry indices or other appropriate benchmarks; (8) discussions of fund
rankings or ratings by recognized rating organizations; and (9) testimonials
describing the experience of persons that have invested in one or more of the
Funds. The Funds may also include calculations, such as hypothetical compounding
examples, which describe hypothetical investment results in such communications.
Such performance examples will be based on an express set of assumptions and are
not indicative of the performance of any of the Funds.

Each Fund's respective average annual total return over periods of 1, 5
and 10 years (up to the life of Fund or Class) is calculated by determining the
change in the value of a hypothetical $1,000 investment in the Fund over the
applicable period that would equate the initial amount invested to the ending
redeemable value of the investment; in the case of the average annual total
return, this amount (representing the Fund's total return) was then averaged
over the relevant number of years. Specifically, these rates of return are
calculated pursuant to the following formula: P(1 + T)n = ERV (where P = a
hypothetical initial payment of $1,000, T = the average annual total return, n =
the number of years and ERV = the ending redeemable value of a hypothetical
$1,000 payment made at the beginning of the period). All total return figures
reflect the deduction of a proportional share of Fund expenses on an annual
basis, and assume that all dividends and distributions are reinvested when paid.
The resulting percentages

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<PAGE>

indicate the positive or negative investment results that an investor would
have experienced from changes in Share price and reinvestment of dividends and
capital gains distributions.

The performance figures relating to the Investment A Shares and
Investment B Shares reflect the sales charge and distribution fees to which each
Class is subject. Because only Investment A Shares and Investment B Shares bear
the expense of the fee, if any, under the Distribution Plan and a sales charge,
total return and yield relating to a Fund's Investment A Shares and Investment B
Shares will be lower than that relating to the Funds' Trust Shares.

This section normally would include a table showing the average total
return for each Fund, computed as of December 31, 2000. Because the Funds have
not been in operation for a full calendar year, the table is not shown.

Because each class of Shares of a Fund has different sales charge
structures and differing distribution and shareholder servicing fees, the
performance of each class will differ. All performance information presented is
based on past performance and does not predict future performance.

MISCELLANEOUS

The Trust's Trustees are elected by Shareholders, except that vacancies
may be filled by vote of the Board of Trustees. The Trust is not required to
hold 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 be filled only 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 shall be held upon the written request of the holders of Shares
representing 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.

The Trust is registered with the Securities and Exchange Commission as
a management investment company. Such registration does not involve supervision
by the Securities and Exchange Commission of the management or policies of the
Trust.

The Prospectuses and this Statement of Additional Information omit
certain of the information contained in the Registration Statement filed with
the Securities and Exchange

-55-
<PAGE>

Commission. Copies of such information may be obtained from the Securities and
Exchange Commission upon payment of the prescribed fee.

The Annual Report to Shareholders of the Trust is incorporated herein
by reference. This Report includes audited financial statements for the fiscal
year ended December 31, 2000. Upon the incorporation by reference herein of such
Annual Report, the opinion in such Annual Report of independent accountants is
incorporated herein by reference and such Annual Report's financial statements
are incorporated by reference herein in reliance upon the authority of such
accountants as experts in auditing and accounting.

The Prospectuses and this Statement of Additional Information are not
an offering of the securities herein described in any state in which such
offering may not lawfully be made.

No salesperson, dealer, or other person is authorized to give any
information or make any representation other than those contained in the
Prospectuses and this Statement of Additional Information.

As of ________, 2000, the Trust believes that the trustees and officers
of the Trust, as a group, owned less than one percent of the Shares of any Fund
of the Trust. As of _________, 2000, the Trust believes that there was no person
who beneficially owned more than 5% of the outstanding voting securities of any
Fund.

-56-

<PAGE>

5% OR MORE OWNERS
-----------------
[TO BE COMPLETED]

-57-

<PAGE>

APPENDIX

The nationally recognized statistical rating organizations
(individually, an "NRSRO") that may be utilized by the Funds with regard to
portfolio investments for the Funds include Moody's Investors Service, Inc.
("Moody's"), Standard & Poor's Corporation ("S&P"), Fitch IBCA, Duff & Phelps
("Fitch IBCA"), and Thomson BankWatch, Inc. ("Thomson"). Set forth below is a
description of the relevant ratings of each such NRSRO. The NRSROs that may be
utilized by the Funds and the description of each NRSRO's ratings is as of the
date of this Statement of Additional Information, and may subsequently change.

LONG -TERM DEBT RATINGS (may be assigned, for example, to corporate and
municipal bonds)

Description of the five highest long-term debt ratings by Moody's (Moody's
applies numerical modifiers (1,2, and 3) in each rating category to indicate the
security's ranking within the category):

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 risk appear somewhat
larger than the 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 some time in the
future.

Baa Bonds which are rated Baa are considered as medium-grade
obligations (i.e., they are neither highly protected nor
poorly secured). Interest payments and principal

-58-

<PAGE>

security appear adequate for the present but certain
protective elements may be lacking or may be
characteristically unreliable over any great length of time.
Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

Ba Bonds which are rated Ba are judged to have speculative
elements; their future cannot be considered as well-assured.
Often the protection of interest and principal payments may be
very moderate, and thereby not well safeguarded during both
good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

Description of the five highest long-term debt ratings by S & P (S&P
may apply a plus (+) or minus (-) to a particular rating classification to show
relative standing within that classification):

AAA An obligation rated 'AAA' has the highest rating assigned by Standard &
Poor's. The obligor's capacity to meet its financial commitment on the
obligation is extremely strong.

AA An obligation rated 'AA' differs from the highest rated obligations
only in small degree. The obligor's capacity to meet its financial
commitment on the obligation is very strong.

A An obligation rated 'A' is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than
obligations in higher rated categories. However, the obligor's capacity
to meet its financial commitment on the obligation is still strong.

BBB An obligation rated 'BBB' exhibits adequate protection parameters.
However, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity of the obligor to meet its
financial commitment on the obligation. Obligations rated 'BB', 'B',
'CCC', 'CC', and 'C' are regarded as having significant speculative
characteristics. 'BB' indicates the least degree of speculation and 'C'
the highest. While such obligations will likely have some quality and
protective characteristics, these may be outweighed by large
uncertainties or major exposures to adverse conditions.

BB An obligation rated 'BB' is less vulnerable to nonpayment than other
speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions which
could lead to the obligor's inadequate capacity to meet its financial
commitment on the obligation.

Description of the three highest long-term debt ratings by Fitch IBCA:

-59-
<PAGE>
AAA Highest credit quality. `AAA' ratings denote the lowest expectation of
credit risk. They are assigned only in case of exceptionally strong
capacity for timely payment of financial commitments. This capacity is
highly unlikely to be adversely affected by foreseeable events.

AA Very high credit quality. `AA' ratings denote a very low expectation of
credit risk. They indicate very strong capacity for timely payment of
financial commitments. This capacity is not significantly vulnerable to
foreseeable events.

A High credit quality. `A' ratings denote a low expectation of credit
risk. The capacity for timely payment of financial commitments is
considered strong. This capacity may, nevertheless, be more vulnerable
to changes in circumstances or in economic conditions than is the case
for higher ratings.

SHORT -TERM DEBT RATINGS (may be assigned, for example, to commercial paper,
master demand notes, bank instruments, and letters of credit)

Moody's description of its three highest short-term debt ratings:

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

- Leading market positions in well-established
industries.

- High rates of return on funds employed.

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

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

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

Prime-2 Issuers rated Prime-2 (or supporting institutions) have a
strong ability for repayment of senior short-term debt
obligations. This will normally be evidenced by many of the
characteristics cited above but to a lesser

-60-

<PAGE>

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.

Prime-3 Issuers rated Prime-3 (or supporting institutions) have an
acceptable ability for repayment of senior short-term
obligations. The effect of industry characteristics and market
compositions may be more pronounced. Variability in earnings
and profitability may result in changes in the level of debt
protection measurements and may require relatively high
financial leverage. Adequate alternate liquidity is
maintained.

S & P's description of its three highest short-term debt ratings:

A-1 A short-term obligation rated 'A-1' is rated in the highest category by
Standard & Poor's. The obligor's capacity to meet its financial
commitment on the obligation is strong. Within this category, certain
obligations are designated with a plus sign (+). This indicates that
the obligor's capacity to meet its financial commitment on these
obligations is extremely strong.

A-2 A short-term obligation rated 'A-2' is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions
than obligations in higher rating categories. However, the obligor's
capacity to meet its financial commitment on the obligation is
satisfactory.

A-3 A short-term obligation rated 'A-3' exhibits adequate protection
parameters. However, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity of the
obligor to meet its financial commitment on the obligation.

Fitch IBCA's description of its three highest short-term debt ratings:

F1 Highest credit quality. Indicates the Best capacity for timely payment
of financial commitments; may have an added "+" to denote any
exceptionally strong credit feature.

F2 Good credit quality. A satisfactory capacity for timely payment of
financial commitments, but the margin of safety is not as great as in
the case of the higher ratings.

F3 Fair credit quality. The capacity for timely payment of financial
commitments is adequate; however, near-term adverse changes could
result in a reduction to non-investment grade.

Short -Term Loan/Municipal Note Ratings

-61-

<PAGE>

Moody's description of its two highest short-term loan/municipal note ratings:

MIG 1/VMIG 1 This designation denotes superior credit quality. Excellent
protection is afforded by established cash flows, highly
reliable liquidity support, or demonstrated broad-based access
to the market for refinancing.

MIG 2/VMIG 2 This designation denotes strong credit quality. Margins of
protection are ample, although not as large as in the
preceding group.

Short -Term Debt Ratings

Thomson BankWatch, Inc. ("TBW") ratings are based upon a
qualitative and quantitative analysis of all segments of the
organization including, where applicable, holding company and operating
subsidiaries.

BankWatch(TM) Ratings do not constitute a recommendation to
buy or sell securities of any of these companies. Further, BankWatch
does not suggest specific investment criteria for individual clients.

The TBW Short -Term Ratings apply to commercial paper, other senior
short-term obligations and deposit obligations of the entities to which
the rating has been assigned.

The TBW Short -Term Rating apply only to unsecured instruments that
have a maturity of one year or less.

The TBW Short -Term Ratings specifically assess the likelihood of an
untimely payment of principal or interest.

TBW-1 The highest category; indicates a very high likelihood that
principal and interest will be paid on a timely basis.

TBW-2 The second-highest category; while the degree of safety
regarding timely repayment of principal and interest is
strong, the relative degree of safety is not as high as for
issues rated TBW-1.

TBW-3 The lowest investment-grade category; indicates that while the
obligation is more susceptible to adverse developments (both
internal and external) than those with higher ratings, the
capacity to service principal and interest in a timely fashion
is considered adequate.

-62-

<PAGE>

TBW-4 The lowest rating category; this rating is regarded as non
investment grade and therefore speculative.

-63-

<PAGE>

FINANCIAL STATEMENTS

Financial statements do not exist for the Dividend Capture Fund, the
International Equity Fund, the Mid/Small Cap Fund, or the New Economy Fund as
these funds are new to Huntington Funds.

-64-

<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, as restated
April 26, 2000 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. 33 and incorporated
herein by reference).

(1) Sub-Advisory Agreement, dated April 26, 2000, between The
Huntington National Bank and Fort Washington Investment Advisors, Inc.
relating to the Florida Tax-Free Money

<PAGE>

Fund (previously filed as Exhibit (d)(vi)(1) to Post-Effective
Amendment No. 33 and incorporated herein by reference).

(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).

(1) Amendment to Schedule A to Custodian Contract dated December
20, 1999 (previously filed as Exhibit (g)(1) to Post-Effective
Amendment No. 32 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).

(ii) Administration Agreement, dated December 20, 1999, between the
Registrant and Huntington National Bank (previously filed as Exhibit
(h)(ii) to Post-Effective Amendment No. 32 and incorporated herein by
reference).

(i) Opinion of Ropes & Gray is filed herewith.

(j) Consent of Ropes & Gray is filed herewith.

(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, as amended and restated
April 26, 2000 (previously filed as Exhibit (m) to Post-Effective
Amendment No. 33 and incorporated herein by reference).

(n) Financial Data Schedules incorporated by reference to registrants Form
N-SAR filed on February 29, 2000

(o) Multiple Class Plan as amended and restated April 26, 2000 (previously
filed as Exhibit (o) to Post-Effective Amendment No. 33 and
incorporated herein by reference).

(p) (i) Code of Ethics of The Huntington Funds (previously filed as Exhibit
(p)(i) to Post-Effective Amendment No. 33 and incorporated herein by
reference).

<PAGE>

(ii) Code of Ethics of The Huntington National Bank (previously filed as
Exhibit (p)(ii) to Post-Effective Amendment No. 33 and incorporated
herein by reference).

(iii) Code of Ethics of SEI Investments Distribution Co. (previously filed as
Exhibit (p)(iii) to Post-Effective Amendment No. 33 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 ("HBI"). 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 HBI. Set forth below are the names and principal businesses of the
directors and executive officers of Huntington.

NAME OF PRINCIPAL BUSINESS(ES) DURING
OFFICERS AND DIRECTORS OF HUNTINGTON AT LEAST THE LAST TWO FISCAL YEARS
------------------------------------ ----------------------------------

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

Anne Creek, Treasurer............................ Treasurer, Huntington

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

Douglas E. Fairbanks, Director................... Retired; formerly Vice President, Ameritech

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.
</TABLE>

<PAGE>
<TABLE>
<S> <C>
NAME OF PRINCIPAL BUSINESS(ES) DURING
OFFICERS AND DIRECTORS OF HUNTINGTON AT LEAST THE LAST TWO FISCAL YEARS
------------------------------------ ----------------------------------

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

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.................... Retired and formerly Vice Chairman and Chief Executive
Officer, The W.W. Williams Co., Inc.

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

Helen K. Wright, Director........................ Retired
</TABLE>

THE SUBADVISER. Fort Washington Investment Advisors, Inc. ("Fort
Washington "), a registered investment adviser, serves as subadviser to the
Florida Tax-Free Money Fund. Fort Washington 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. As a full service registered investment advisory firm, Fort
Washington offers professional and comprehensive investment management services
for foundations and endowments, corporate pension funds, insurance companies,
mutual funds, colleges and universities, religious organizations and high net
worth individuals.

The table below gives the name, address and principal occupation of each current
director and principal officer of Fort Washington.

POSITION WITH
NAME AND ADDRESS FORT WASHINGTON PRINCIPAL OCCUPATION

William J. Williams Chairman and Director Chairman of the Board of the
400 Broadway Western and Southern Life
Cincinnati, OH 45202 Insurance Company

William Francis Ledwin President and Director President and Director of
420 East Fourth Street Touchstone Advisors; Vice
Cincinnati, OH 45202 President and Chief
Investment Officer of
Columbus Life Insurance
Company; Senior Vice
<PAGE>

President and Chief
Investment Officer of The
Western and Southern Life
Insurance Company

James Vance Vice President and Vice President and Treasurer
400 Broadway Treasurer of The Western and Southern
Cincinnati, OH 45202 Life Insurance Company

In addition to serving as sub-adviser to the Fund, Fort Washington serves as the
sub-adviser to several other investment companies which are not affiliated with
the Trust, including Touchstone Series Trust.

ITEM 27. PRINCIPAL UNDERWRITERS

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

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

The Achievement Funds Trust
The Advisors' Inner Circle Fund
Alpha Select Funds
Amerindo Funds, Inc.
The Arbor Fund
ARK Funds
Armada Funds
Bishop Street Funds
CNI Charter Funds
CUFUND
The Expedition Funds
First American Funds, Inc.
First American Investment Funds, Inc.
First American Strategy Funds, Inc.
First Omaha Funds, Inc.
Friends Ivory Funds
HighMark Funds
Huntington VA Funds
Johnson Family Funds, Inc.
Millennium Funds, Inc.
The Nevis Fund, Inc.
Oak Associates Funds
The Armada Advantage Fund
The PBHG Funds, Inc.
PBHG Insurance Series Fund, Inc.
The Pillar Funds
Pitcairn Funds
SEI Asset Allocation Trust
SEI Daily Income Trust
SEI Index Funds
SEI Institutional Investments Trust
<PAGE>

SEI Institutional Managed Trust
SEI Institutional International Trust
SEI Insurance Products Trust
SEI Liquid Asset Trust
SEI Tax Exempt Trust
STI Classic Funds
STI Classic Variable Trust
TIP Funds

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

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

<TABLE>
<S> <C> <C>
POSITION AND OFFICE POSITION AND OFFICE
NAME WITH UNDERWRITER WITH REGISTRANT
---- ---------------- ---------------

Alfred P. West, Jr. Director and Chairman of the
Board of Directors None

Carmen V. Romeo Director None

Mark J. Held President and COO None

Gilbert L. Beebower Executive Vice President None

Richard B. Lieb Director and Executive Vice
President None

Dennis J. McGonigle Executive Vice President None

Robert M. Silvestri CFO and Treasurer None

Leo J. Dolan, Jr. Senior Vice President None

Carl A. Guarino Senior Vice President None

Jack May Senior Vice President None

Hartland J. McKeown Senior Vice President None

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

Patrick K. Walsh Senior Vice President None

Robert Aller Vice President None

<PAGE>
POSITION AND OFFICE POSITION AND OFFICE
NAME WITH UNDERWRITER WITH REGISTRANT
---- ---------------- ---------------

John D. Andersen Vice President and Managing None
Director

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

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

James R. Foggo Vice President and Assistant Vice President and Secretary
Secretary

Robert Crudup Vice President and None
Managing Director

Richard A. Deak Vice President and Assistant None
Secretary

Scott W. Dellorfano Vice President and Managing Director None

Barbara Doyne Vice President None

Jeff Drennen Vice President None

Scott C. Fanatico Vice President and Managing Director None

Steven A. Gardner Director Vice President and Managing
Director

Greg Gettinger Vice President and Assistant None
Secretary

Vic Galef Vice President and None
Managing Director

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

Kathy Heilig Vice President None

Jeff Jacobs Vice President None

Samuel King Vice President None

Kim Kirk Vice President and None
Managing Director

<PAGE>
POSITION AND OFFICE POSITION AND OFFICE
NAME WITH UNDERWRITER WITH REGISTRANT
---- ---------------- ---------------

John Kirk Vice President and Managing None
Director

John Krzeminski Vice President and None
Managing Director

Carolyn McLaurin Vice President and None
Managing Director

Alan H. Lauder Vice President None

Paul Lonegran Vice President and Managing None
Director

Ellen Marquis Vice President None

Christine McCullough Vice President and Assistant Vice President and Assistant
Secretary Secretary

Mark Nagle Vice President President and Chief Executive
Officer

Joanne Nelson Vice President None

Cynthia M. Parish Vice President and Secretary None

Rob Redican Vice President None

Maria Rinehart Vice President None

Steve Smith Vice President None

Daniel Spaventa Vice President None

Kathryn L. Stanton Vice President None

Lori L. White Vice President and None
Assistant Secretary

William E. Zitelli, Jr. Vice President and Assistant None
Secretary

Wayne M. Withrow Senior Vice President None
</TABLE>

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS

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

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

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

Fort Washington Investment Advisors, Inc. 420 East Fourth Street
(Sub-Adviser) Cincinnati, OH 45202

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

ITEM 29. MANAGEMENT SERVICES

Not applicable.

ITEM 30. UNDERTAKINGS

Not applicable.

<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 Washington, District
of Columbia, on the 15th day of December, 2000.

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:
<TABLE>
<S> <C> <C>
NAME TITLE DATE

/S/ Mark Nagle* President and Chief Executive Officer December 15, 2000
------------------------ (Principal Executive Officer)
Mark Nagle

/S/ John Leven* Treasurer and Chief Financial Officer December 15, 2000
---------------------- (Principal Financial and Accounting
John Leven Officer)

/S/ David S. Schoedinger* Trustee December 15, 2000
-------------------------
David S. Schoedinger

/S/ William R. Wise* Trustee December 15, 2000
------------------------
William R. Wise

/S/ John M. Shary* Trustee December 15, 2000
-----------------------
John M. Shary

*Executed on behalf of the indicated person by the undersigned, pursuant to power of attorney attached hereto.
</TABLE>

By: /S/ Alyssa Albertelli
------------------
Alyssa Albertelli
Attorney-In-Fact

<PAGE>

POWER OF ATTORNEY

The undersigned, being the President and Chief Executive Officer of the
Huntington Funds, does hereby constitute and appoint Martin E.
Lybecker, Alan G. Priest, and Alyssa Albertelli, each individually, his
true and lawful attorneys and agents, with power of substitution or
resubstitution, to do any and all acts and things and to execute any
and all instruments that said attorneys and agents, each individually,
may deem necessary or advisable or which may be required to enable the
Huntington Funds to comply with the Investment Company Act of 1940, as
amended, and the Securities Act of 1933, as amended ("Acts"), and any
rules, regulations or requirements of the Securities and Exchange
Commission in respect thereof, and in connection with the filing and
effectiveness of any registration statement or statement of the
Huntington Funds pursuant to said Acts and any and all amendments
thereto (including post-effective amendments), including specifically,
but without limiting the generality of the foregoing, the power and
authority to sign in the name and on behalf of the undersigned as a
President and Chief Executive Officer or as an officer of the
Huntington Funds any and all such amendments filed with the Securities
and Exchange Commission under said Acts, any Notification of
Registration under the Investment Company Act of 1940 and any other
instruments or documents related thereto, and the undersigned does
hereby ratify and confirm all that said attorneys and agents, or any of
them, shall do or cause to be done by virtue thereof.

SIGNATURE CAPACITY DATE
--------- -------- ----

/S/ Mark Nagle President and Chief November 21, 2000
------------------ Executive Officer
Mark Nagle

<PAGE>

POWER OF ATTORNEY

The undersigned, being the Treasurer and Chief Financial Officer of the
Huntington Funds, does hereby constitute and appoint Martin E. Lybecker, Alan G.
Priest, and Alyssa Albertelli, each individually, his true and lawful attorneys
and agents, with power of substitution or resubstitution, to do any and all acts
and things and to execute any and all instruments that said attorneys and
agents, each individually, may deem necessary or advisable or which may be
required to enable the Huntington Funds to comply with the Investment Company
Act of 1940, as amended, and the Securities Act of 1933, as amended ("Acts"),
and any rules, regulations or requirements of the Securities and Exchange
Commission in respect thereof, and in connection with the filing and
effectiveness of any registration statement or statement of the Huntington Funds
pursuant to said Acts and any and all amendments thereto (including
post-effective amendments), including specifically, but without limiting the
generality of the foregoing, the power and authority to sign in the name and on
behalf of the undersigned as an Controller, Treasurer and Chief Financial
Officer of the Huntington Funds any and all such amendments filed with the
Securities and Exchange Commission under said Acts, any Notification of
Registration under the Investment Company Act of 1940 and any other instruments
or documents related thereto, and the undersigned does hereby ratify and confirm
all that said attorneys and agents, or any of them, shall do or cause to be done
by virtue thereof.

SIGNATURE CAPACITY DATE
--------- -------- ----

/S/John Leven Treasurer and Chief December 6, 2000
------------ Financial Officer
John Leven

<PAGE>

POWER OF ATTORNEY

The undersigned, being a Trustee of the Huntington Funds, does hereby
constitute and appoint Martin E. Lybecker, Alan G. Priest, and Alyssa
Albertelli, each individually, his true and lawful attorneys and agents, with
power of substitution or resubstitution, to do any and all acts and things and
to execute any and all instruments that said attorneys and agents, each
individually, may deem necessary or advisable or which may be required to enable
the Huntington Funds to comply with the Investment Company Act of 1940, as
amended, and the Securities Act of 1933, as amended ("Acts"), and any rules,
regulations or requirements of the Securities and Exchange Commission in respect
thereof, and in connection with the filing and effectiveness of any registration
statement or statement of the Huntington Funds pursuant to said Acts and any and
all amendments thereto (including post-effective amendments), including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign in the name and on behalf of the undersigned as a Trustee
of the Huntington Funds any and all such amendments filed with the Securities
and Exchange Commission under said Acts, any Notification of Registration under
the Investment Company Act of 1940 and any other instruments or documents
related thereto, and the undersigned does hereby ratify and confirm all that
said attorneys and agents, or any of them, shall do or cause to be done by
virtue thereof.

SIGNATURE CAPACITY DATE
--------- -------- ----

/s/David S. Schoedinger Trustee December 7, 2000
_______________________
David S. Schoedinger

<PAGE>

POWER OF ATTORNEY

The undersigned, being a Trustee of the Huntington Funds, does hereby
constitute and appoint Martin E. Lybecker, Alan G. Priest, and Alyssa
Albertelli, each individually, his true and lawful attorneys and agents, with
power of substitution or resubstitution, to do any and all acts and things and
to execute any and all instruments that said attorneys and agents, each
individually, may deem necessary or advisable or which may be required to enable
the Huntington Funds to comply with the Investment Company Act of 1940, as
amended, and the Securities Act of 1933, as amended ("Acts"), and any rules,
regulations or requirements of the Securities and Exchange Commission in respect
thereof, and in connection with the filing and effectiveness of any registration
statement or statement of the Huntington Funds pursuant to said Acts and any and
all amendments thereto (including post-effective amendments), including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign in the name and on behalf of the undersigned a Trustee of
the Huntington Funds any and all such amendments filed with the Securities and
Exchange Commission under said Acts, any Notification of Registration under the
Investment Company Act of 1940 and any other instruments or documents related
thereto, and the undersigned does hereby ratify and confirm all that said
attorneys and agents, or any of them, shall do or cause to be done by virtue
thereof.

SIGNATURE CAPACITY DATE
--------- -------- ----

/s/ William R. Wise Trustee December 11, 2000
___________________
William R. Wise

<PAGE>

POWER OF ATTORNEY

SIGNATURE CAPACITY DATE
--------- -------- ----

/s/ John M. Shary Trustee December 8, 2000
_________________
John M. Shary

<PAGE>

EXHIBIT INDEX
-------------

EXHIBIT NO. DESCRIPTION PAGE
----------- ----------- ----

(i) Opinion of Ropes & Gray.

(j)(1) Consent of Ropes & Gray.

<PAGE>

EXHIBIT (I)
-----------

Opinion of Ropes & Gray