Mutual Fund & Variable Insurance Trust NCSR Certified annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-05010

THE HUNTINGTON FUNDS

(Exact name of registrant as specified in charter)

2960 North Meridian Street, Suite 300

Attn: Huntington Funds Officer

Indianapolis, IN 46208

(Address of principal executive offices) (Zip code)

Michelle Forgach, Esq.

The Huntington National Bank

41 South High Street

Columbus, OH 43287

(Name and address of agent for service)

Copies to:

David C. Mahaffey, Esq.

Sullivan & Worcester

1666 K Street, N.W.

Washington, DC 20006

Registrant’s telephone number, including area code: 1-800-253-0412

Date of fiscal year end: December 31

Date of reporting period: December 31, 2011

Item 1.

Reports to Stockholders.

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Annual

Shareholder

Report

Money Market Funds

Huntington Tax-Free Money Market Fund

Huntington Money Market Fund

Huntington Ohio Municipal Money Market Fund

Huntington U.S. Treasury Money Market Fund

Equity Funds

Huntington Disciplined Equity Fund

Huntington Dividend Capture Fund

Huntington Global Select Markets Fund

Huntington Growth Fund

Huntington Income Equity Fund

Huntington International Equity Fund

Huntington Macro 100 Fund

Huntington Mid Corp America Fund

Huntington New Economy Fund

Huntington Real Strategies Fund

Huntington Rotating Markets Fund

Huntington Situs Fund

Huntington Technical Opportunities Fund

Income Funds

Huntington Fixed Income Securities Fund

Huntington Intermediate Government Income Fund

Huntington Mortgage Securities Fund

Huntington Ohio Tax-Free Fund

Huntington Short/Intermediate Fixed Income Securities Fund

Asset Allocation Funds

Huntington Balanced Allocation Fund

Huntington Conservative Allocation Fund

Huntington Growth Allocation Fund

DECEMBER 31, 2011

CLASS A SHARES

TRUST SHARES


Disciplined Equity Fund		As of 12/31/11

Management’s Discussion of Fund Performance

Portfolio Manager: Donald L. Keller

President and Chief Investment Officer

Haberer Registered Investment Advisor, Inc.

For the period of August 1, 2011 (Fund inception date) thru December 31, 2011, the total returns (not including the deduction of applicable sales charges) for the Huntington Disciplined Equity Fund were -1.50% and -1.73% for the Trust Shares and the Class A Shares respectively, based on net asset values. These returns compare with a total return of -0.49% for the Standard & Poor’s 100 Index (S&P 100)¹, which is the Fund’s benchmark, over the same period of time.

The Disciplined Equity Fund is designed to closely mirror the S&P 100 while significantly dampening volatility over time. During this period, there was a tremendous amount of volatility in the market place and the Fund was able to mitigate some of that movement. During this period, the S&P 100 traded from 500.09 to 579.72, a range of 15.9%. Over the same time frame, the Huntington Disciplined Equity Trust Shares traded from 9.68 to 10.11, a range of 4.4%. In light of this data, the Fund successfully eliminated some of the wild volatility that plagued the market in 2011.

The Fund return was just below the index because of the long put options it owned, which are designed to lower volatility and provide potential downside risk protection from a sudden drop in the market. Using long put options for this purpose is a significant component of the Fund’s strategy and it may entail a cost, depending upon market conditions. The increased market volatility made put options expensive during this time frame, as investors tried to shield their portfolios from loss. Some of the cost of buying puts was reduced by writing call options on portions of the stocks in the Fund. Otherwise, as mentioned earlier, the stocks in the portfolio closely mirrored that of the S&P 100 and were not a major contributor to the performance differential.

The composition of the Fund’s holdings is subject to change.

(1)	The S&P 100 measures the performance of large cap companies in the United States, and is comprised of 100 major, blue chip companies across multiple industry groups. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an Index.

Annual Shareholder Report


Disciplined Equity Fund (Continued)

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Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. For current to the most recent month end performance, visit www.huntingtonfunds.com or call 1-800-253-0412. For after-tax returns call 1-800-253-0412. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund Shares. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured. Total returns, at load, include the maximum 4.75% sales charge for the Class A Shares.


*Class*	*Expense Ratios*
A		1.43%
Trust		1.18%

The above expense ratios are from the Funds’ prospectus dated July 28, 2011. Additional information pertaining to the Fund’s expense ratio as of December 31, 2011 can be found in the financial highlights.

The Fund’s performance assumes the reinvestment of all dividends and distributions on securities. The S&P 100 has been adjusted to reflect reinvestment of dividends on securities in the index.

The Fund intends to write (sell) covered call options which may limit the Fund’s gain, if any, on the underlying securities, and the Fund continues to bear the risk of a decline in the value of the underlying stock until the option expires or is closed out. The Fund intends to write (sell) call options and purchase put options and/or enter into put option spreads. Option spreads present risk during periods of high market volatility. The Fund may also write (sell) put options on individual stocks deemed attractive for purchase at prices at or above the exercise price of the put options written. If a counterparty is unable to honor its commitments, the value of Fund shares may decline and/or the Fund could experience delays in the return of collateral or other assets held by the counterparty. No Fund is a complete investment program and you may lose money investing in the Fund.

Because the fund invests in a limited number of holdings, an increase or decrease in the value of a single security may have a greater impact on the fund’s net asset value and total return.

The funds are distributed by Unified Financial Securities, Inc. (Member FINRA) a wholly owned subsidiary of Huntington Bancshares, Inc. and an affiliate of Huntington Asset Advisors, Inc. the advisor to the Huntington Funds.

*	Represents a hypothetical investment of $10,000 in the Fund after deducting the maximum sales load of 4.75% ($10,000 investment minus $475 sales load = $9,525).

(1)

The Fund commenced operations for all share classes on August 1, 2011.

†	The S&P 100 is not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission requires to be reflected in the Fund’s performance. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

Annual Shareholder Report


Dividend Capture Fund		As of 12/31/11

Management’s Discussion of Fund Performance

Portfolio Manager:

Kirk Mentzer, MBA, Director of Research

Huntington Asset Advisors, Inc.

For the fiscal year ended December 31, 2011, the Huntington Dividend Capture Fund’s Trust Shares and Class A Shares produced total returns (not including the deduction of applicable sales charges) of 6.03% and 5.65%, respectively, based on net asset value. This performance was better than both the total return of 2.11% for the Fund’s benchmark, the Standard & Poor’s 500 Index (S&P 500)¹, and the total return of 3.11% for the Dividend Capture Indices Blend (DCIB)². The Huntington Dividend Capture class A shares outperformed the benchmark by 3.54%.

The Fund is managed using our top-down style and portfolio construction techniques, which are aimed at producing a high level of stable income and low volatility by investing in three distinct asset classes: common stocks REITs, and preferred stocks.

Value-style common stocks: A massive “flight to quality” fully describes market action in the markets for 2011. Our measure of high quality stocks gained 0.18% while the lowest quality names fell -18.6%. Overall, the S&P 500 ended 2011 exactly where it began, at 1257 despite considerable market volatility. Higher quality, large capitalization companies in defensive sectors were the best performers for the year. Income was an important consideration for returns and investor preference because all of the 2.1% return for 2011 came from dividends. The Fund’s common stock total return for 2011 was 7.58% compared to the S&P 500 value of -0.50%.

Real Estate Investment Trusts (REITs)*: REITs were the best performing asset class for the Fund in 2011. The Fund’s REIT holdings produced a total return of 9.56% which compared favorably to the benchmark NAREIT index total return of 8.28%.

Preferred Stock**: Preferred stocks generally lagged the corporate bond market, but outperformed common stocks with a 4.11% total return for 2011. Treasury yields fell across all maturities, with intermediate and longer-term bond yields declining by 1.25% on average. In terms of sector performance, corporate bonds fell far short of Treasury returns by -4.15%.

Trading activity was responsible for -1.93% of the Fund’s performance relative to the benchmark while portfolio structure had a positive impact of 8.44%. Portfolio structure is determined based on the following attributes: security characteristics (7.31%), sector allocation (-0.05%) and security selection (1.18%).

The three holdings that had the largest positive contribution to the Funds were Exxon Mobil Corp., Chevron Corp. and Eli Lilly & Co. These three holdings added 1.49% to the Fund’s return. The three holdings that had the largest negative contribution to the Fund’s performance were Murphy Oil Corp. (sold), Federated Investors, Inc. and Southern Copper Corp. These three holdings reduced the Fund’s return by -1.38%.

The composition of the Fund’s holdings is subject to change.

(1)

The S&P 500 is a capitalization-weighted index comprised of 500 stocks and is designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an Index.

(2)

The DCIB is a custom, blended index comprised of the following three indices with their noted respective weightings: S&P 500 Value Index (40%), Merrill Lynch Fixed Rate Preferred Index (40%) and NAREIT Index (20%). This custom, blended index and its respective weightings are reflective of the Fund’s sector diversification. Indices are unmanaged and, unlike the Fund, are not affected by cashflows. It is not possible to invest directly in an Index.

*	REIT returns represented by the NAREIT Index.

**	Preferred stock returns represented by BofA, Merrill Lynch US Fixed Rate Preferred Stock Index.

Annual Shareholder Report


Dividend Capture Fund (Continued)

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*Class*	*Expense Ratios*
A		1.65%
Trust		1.41%

The above expense ratios are from the Funds’ prospectus dated May 2, 2011. Additional information pertaining to the Fund’s expense ratio as of December 31, 2011 can be found in the financial highlights.

The Fund’s performance assumes the reinvestment of all dividends and distributions on securities. The S&P 500 and DCIB have been adjusted to reflect reinvestment of dividends on securities in the indices.

Investments in real estate investment trusts (“REITs”) and real-estate related securities involves special risks associated with an investment in real estate, such as limited liquidity and interest rate risks and may be more volatile than other securities. In addition, the value of REITs and other real estate-related investments is sensitive to changes in real estate values, extended vacancies of properties and other environmental and economic factors.

There are no guarantees that dividend paying stocks will continue to pay dividends. In addition, dividend paying stocks may not experience the same capital appreciation potential as nondividend paying stocks.

*	Represents a hypothetical investment of $10,000 in the Fund after deducting the maximum sales load of 4.75% ($10,000 investment minus $475 sales load = $9,525).

†

The S&P 500 and DCIB are not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission requires to be reflected in the Fund’s performance. The indices are unmanaged and, unlike the Fund, are not affected by cashflows. It is not possible to invest directly in an index.

Annual Shareholder Report


Global Select Markets Fund		As of 12/31/11

Management’s Discussion of Fund Performance

Portfolio Manager: Paul W. Attwood, CFA

Vice President

Huntington Asset Advisors, Inc.

For the fiscal year ended December 31, 2011, the Huntington Global Select Markets Fund produced total returns (not including the deduction of applicable sales charges) of -16.67% and -16.80% for its Trust and Class A Shares respectively, based on net asset value. This outperformed the total return of -18.42% for the Morgan Stanley Capital International (MSCI) Emerging Market Index (MSCI-EM)¹, the Fund’s benchmark index.

Of the 21 countries that constitute the MSCI-EM Index, Indonesia was the only one with a positive price return for 2011. Since the inception of the Fund, it has been overweight Indonesia; however, this was not enough to compensate for the dismal performance of some of the larger markets in the Index. Brazil and China were both down over 20%, with India down over 35% for the year. Equity prices were weak in the first half of the year due to concerns over inflationary pressures and subsequent monetary tightening. As the year progressed, concerns over European sovereign debt took their toll and put additional downside pressure on all global developing growth areas. As the end of 2011 approached, many of these countries had an easing in inflationary pressures and are now leaning toward less restrictive monetary policies.

For the year, most developing market currencies were down versus the U.S. dollar. Because of the interest rate differential offered by most SE Asian and Latin American currencies, they started the year out appreciating against the dollar. However, investors reduced global risk exposure as the year progressed, preferring liquidity and safety. The Brazilian Real was down over 10% and the Indian Rupee was down almost 16%. The Chinese Renminbi appreciated by 5%.

The worst performing sectors were industrial and material stocks. Both were down around 30%. Consumer staple names performed relatively well and were essentially unchanged. The Fund continues to focus on the emerging consumer from a secular perspective. However, considering the attractive valuation combined with an easing in monetary policy, the Fund is positioned for an expected cyclical upswing in these areas. The best performing securities in the portfolio were the bond portion of the Fund, which for most of the year accounted for an approximate 10% weight in the portfolio. The worst performers were holdings in material stocks.

The composition of the Fund’s holdings is subject to change.

International investing involves special risks including currency risk, political risk, increased volatility of foreign securities, and differences in auditing and other financial statements.

(1)

The MSCI-EM is a market-capitalization weighted equity index comprising 21 of the 48 countries in the MSCI universe. Each MSCI country index is created separately, then aggregated, without change, into MSCI indices. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an Index.

Annual Shareholder Report


Global Select Markets Fund (Continued)

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*Class*	*Expense Ratios*
A		2.24%
Trust		1.98%

The Fund’s performance assumes the reinvestment of all dividends and distributions on securities. The MSCI-EM has been adjusted to reflect reinvestment of dividends on securities in the index.

International investing involves special risks including currency risk, increased volatility of foreign securities, political risks, and differences in auditing and other financial standards. The Fund is subject to the risks associated with its investments in emerging market securities, which tend to be more volatile and less liquid than securities traded in developed countries.

*	Represents a hypothetical investment of $10,000 in the Fund after deducting the maximum sales load of 4.75% ($10,000 investment minus $475 sales load = $9,525).

(1)

The Fund commenced operations for all Share classes on December 30, 2009.

†	The MSCI-EM is not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission requires to be reflected in the Fund’s performance. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

Annual Shareholder Report


Growth Fund		As of 12/31/11

Management’s Discussion of Fund Performance

Portfolio Manager:

Herb Chen, MBA

Senior Vice President

Huntington Asset Advisors, Inc.

For the fiscal year ended December 31, 2011, the Huntington Growth Fund’s Trust Shares and Class A Shares produced total returns (not including the deduction of applicable sales charges) of -2.61% and -2.84%, respectively, based on net asset value. This performance was less than the total return of 4.65% for the Fund’s benchmark, the Standard & Poor’s 500 Growth Index (S&P 500 GI)¹. The Standard & Poor’s 500 Index (S&P 500)² returned 2.11% for the same period. The Huntington Growth A class shares underperformed the benchmark by 7.49%.

The Fund is designed to provide investors with portfolio of medium-to-large sized companies with potential for above-average growth potential. A top-down investment strategy is followed, using qualitative, quantitative, and technical analysis to evaluate the potential growth of companies in each industry. The stock selection process is also based on relative price to earnings growth methodology.

Trading activity was responsible for -2.59% of the performance relative to the benchmark while portfolio structure had a negative impact of -4.68%. Portfolio structure can be explained by adding Security Characteristics: -0.06%, Sector Allocation: 0.91% and Security Selection: -5.52%.

In September 2011, when the market reached the low of the year, security selection was the primary cause of Fund underperformance. Investors were adverse to risk as global sentiment in Europe worsened due to debt concerns for Greece and Italy. As a result, the portfolio’s high beta stocks (where the security’s price tends to be more volatile than the market) led the Fund’s performance to the downside.

For the year, the three holdings that had the largest positive contribution to the Funds performance were Apple Inc., Baidu, Inc., Alliance Data Systems Corp. and Google, Inc., Class A. These three holdings added 2.87% to the Fund’s return. The three holdings that had the largest negative contribution to the Fund’s performance were: Aruba Networks, Inc. (sold), F5 Networks, Inc. (sold) and JDS Uniphase Corp. (sold). These three holdings subtracted -1.87% from the Fund’s return.

The composition of the Fund’s holdings is subject to change.

(1)

The S&P 500 GI is a capitalization-weighted index comprised of stocks in the S&P 500 having the highest price to book ratios. The index consists of approximately half of the S&P 500 on a market capitalization basis. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an Index.

(2)

The S&P 500 is a capitalization-weighted index comprised of 500 stocks and designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an Index.

Annual Shareholder Report


Growth Fund (Continued)

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*Class*	*Expense Ratios*
A		1.48%
Trust		1.24%

The Fund’s performance assumes the reinvestment of all dividends and distributions on securities. The S&P 500 and S&P 500 GI have been adjusted to reflect reinvestment of dividends on securities in the indices.

*	Represents a hypothetical investment of $10,000 in the Fund after deducting the maximum sales load of 4.75% ($10,000 investment minus $475 sales load = $9,525).

†

The S&P 500 and S&P 500 GI are not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission requires to be reflected in the Fund’s performance. The indices are unmanaged and, unlike the Fund, are not affected by cashflows. It is not possible to invest directly in an index.

Annual Shareholder Report


Income Equity Fund		As of 12/31/11

Management’s Discussion of Fund Performance

Portfolio Manager: Craig J. Hardy, CFA, MBA

Vice President

Huntington Asset Advisors, Inc.

For the fiscal year ended December 31, 2011, the total returns (not including the deduction of applicable sales charges) for the Huntington Income Equity Fund were 6.92% and 6.60% for Trust Shares and Class A Shares, respectively, based on net asset value. These returns compare with a total return of -0.48% for the Standard & Poor’s 500 Value Index (S&P 500 VI)¹, the Fund’s benchmark. The Standard & Poor’s 500 Index (S&P 500)² returned 2.11% for the same period.

During the fiscal year, the Fund was positioned relatively conservatively, with an emphasis on stocks with above average dividend yields, reasonable dividend growth prospects and value orientation. Constructing the Fund with those characteristics meant that the Fund’s largest sector exposure during the fiscal year was in the financial sector, followed closely by the energy sector. This combination of characteristics produced returns for the Fund that were somewhat higher than the return of the S&P 500 VI and the S&P 500 for the reporting period.

The sectors that contributed most positively to the performance of the Fund during the year were utilities, energy and health care. During a year of generally flat stock market returns, these three sectors provided a degree of earnings stability and lesser economic sensitivity that helped generate higher returns than some of the more cyclical sectors. The sectors that most negatively impacted the Fund’s performance during the reporting period were information technology, telecommunications and materials. These sectors were negatively affected by a slowly growing economic environment and economic cyclicality. The stocks that contributed most positively to the performance of the Fund during the year were H&R Block, Philip Morris International and Marathon Oil. The stocks that most negatively impacted Fund performance during the year were Seagate Technology, HSBC Holdings and Frontier Communications. In general, the sale of covered calls as a hedging technique added to the performance of the Fund.

The composition of the Fund’s holdings is subject to change.

(1)

The S&P 500 VI is a capitalization-weighted index comprised of the stocks in the S&P 500 having the lowest price to book ratios and consists of approximately half of the S&P 500 on a market capitalization basis. The S&P multifactor methodology is used to score constituents, which are weighted according to market cap and classified as value. The index has a relatively low turnover. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an Index.

(2)

Annual Shareholder Report


Income Equity Fund (Continued)

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*Class*	*Expense Ratios*
A		1.48%
Trust		1.23%

The Fund’s performance assumes the reinvestment of all dividends and distributions on securities. The S&P 500 and the S&P 500 CVI have been adjusted to reflect reinvestment of dividends on securities in the indices.

*	Represents a hypothetical investment of $10,000 in the Fund after deducting the maximum sales load of 4.75% ($10,000 investment minus $475 sales load = $9,525).

†

The S&P 500 and the S&P 500 VI are not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission requires to be reflected in the Fund’s performance. The indices are unmanaged and, unlike the Fund, are not affected by cashflows. It is not possible to invest directly in an index.

Annual Shareholder Report


International Equity Fund		As of 12/31/11

Management’s Discussion of Fund Performance

Portfolio Manager: Madelynn M. Matlock, CFA, MBA

Director of International Investments

Senior Vice President

Huntington Asset Advisors, Inc.

For the fiscal year ended December 31, 2011, the Huntington International Equity Fund produced total returns (not including the deduction of applicable sales charges) of -11.40%, and -11.67% for its Trust Shares and Class A Shares, respectively, based on net asset value. The Fund outperformed the total return of -12.14% for the Morgan Stanley Capital International (MSCI) Europe, Australasia and Far East Index (MSCI-EAFE)¹, the Fund’s benchmark index.

The Fund’s outperformance relative to the MSCI-EAFE was influenced by three main factors: (1) its allocation to sectors and currency, (2) exposure to economic factors such as global interest rates, and (3) the selection of particular securities, which was the most beneficial factor contributing to Fund performance. Overall, sector weightings did not contribute to positive relative performance for the year. The portfolio had a positive impact from its weighting in stocks in the materials sector, which were strong contributors to index performance. This was partially offset by an above-index weighting in stocks in the industrial and technology sectors, which did not add value.

The best contributors to overall return were stocks with less economic growth exposure and generous dividends, including BCE, Inc. (based in Canada), Pearson PLC and Vodafone Group PLC (based in the UK), ACE Ltd. (based in Switzerland), and Sanofi-Aventis (based in France). Stocks that detracted from relative performance included two banks, Barclays (based in United Kingdom) and BNP Paribas (based in France). Komatsu Ltd. (a Japanese heavy equipment maker) and Volvo AB (a Swedish truck builder) were also relatively negative. The currency exposure of the portfolio added to the Fund’s relative performance, mainly due to an underweight in the Euro, along with exposure to the UK pound and the Australian dollar that was below the benchmark threshold.

Security selection had the most positive impact on relative performance. The stocks selected for the portfolio and their weighting were generally beneficial to the portfolio.

The composition of the Fund’s holdings is subject to change.

International investing involves special risks including currency risk, political risk, increased volatility of foreign securities, and differences in auditing and other financial statements.

(1)

The MSCI-EAFE is a market-capitalization weighted equity index comprising 20 of the 48 countries in the MSCI universe and representing the developed world outside of North America. Each MSCI country index is created separately, then aggregated, without change, into MSCI indices. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an Index.

Annual Shareholder Report


International Equity Fund (Continued)

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*Class*	*Expense Ratios*
A		1.89%
Trust		1.64%

The Fund’s performance assumes the reinvestment of all dividends and distributions. The MSCI-EAFE has been adjusted to reflect reinvestment of dividends on securities in the index.

International investing involves special risks including currency risk, increased volatility of foreign securities, political risks, and differences in auditing and other financial standards. Prices of emerging markets securities can be significantly more volatile than the prices of securities in developed countries and currency risk and political risks are accentuated in emerging markets.

*	Represents a hypothetical investment of $10,000 in the Fund after deducting the maximum sales load of 4.75% ($10,000 investment minus $475 sales load = $9,525).

†

The MSCI-EAFE is not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission requires to be reflected in the Fund’s performance. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

Annual Shareholder Report


Macro 100 Fund		As of 12/31/11

Management’s Discussion of Fund Performance

Portfolio Manager: Andrew Hagedorn, Vice President and Senior Portfolio Manager

Huntington Asset Advisors, Inc.

For the fiscal year ended December 31, 2011, the Huntington Macro 100 Fund produced total returns (not including the deduction of applicable sales charges) for the Fund’s Trust Shares and Class A Shares of -1.56% and -1.78%, respectively, based on net asset value. The Fund underperformed its benchmark index, the Standard & Poor’s 500 Index (S&P 500)¹, which had a total return of 2.11%.

The Fund’s underperformance relative to the S&P 500 was, in large part, due to the asset allocation of the fund throughout a volatile market period, rather than the individual companies owned. The Macro 100 Fund’s strategy is to focus on macroeconomic themes that we believe will impact the companies within the S&P 500 over the next twelve to eighteen months and to invest in the one hundred companies best positioned to take advantage of those themes. As a result of this strategy, the Fund had a heavier than usual cash balance for the first half of 2011, topping out at around 20% in June. In July, there was a manager change and a decision was made to reduce the Fund’s cash exposure from 20% to approximately 4%, to closer reflect the asset allocation targets provided by the Investment Policy Committee. This higher than normal cash balance detracted from performance in the first half of the year, given the more favorable return environment for the S&P 500. In the first quarter, the Fund underperformed the S&P 500 return of 5.92% by 0.86 basis points. In the second quarter, the Fund underperformed the S&P 500 return of 0.10% by 117 basis points. In the third quarter, the Fund underperformed the S&P 500 return of -13.87 by 94 basis points. In the fourth quarter, the fund underperformed the S&P 500 return of 11.82 by 51 basis points.

The decision made to invest the high cash balance resulted in increased transaction costs to the Fund in the second half of 2011 and largely contributed to the Fund’s underperformance for the remainder of the year. We do not anticipate the increased portfolio turnover and transaction costs to continue into 2012.

Despite the portfolio manager change which occurred in July of 2011, the Fund continued to integrate the quantitative macroeconomic research provided by the consulting firm, Laffer Associates, Inc. (S&P 500 stocks are ranked according to the output of Laffer’s statistical models) with Huntington Asset Advisors’ recommended sector bias. The combination of these two disciplines will continue to add value to the Fund.

The macroeconomic environment, both domestically and globally, had a significant impact on the portfolio once again this year. In the beginning of 2011, it appeared that economic stability was taking hold and a positive macroeconomic outlook helped to fuel the S&P 500’s return of 5.92% in the first quarter. Unfortunately, in the second quarter, the global economy was shaken by developments in Europe. The S&P 500 was not immune to the global disruption but was able to maintain a slight positive return for the quarter of 0.10%. The third quarter was a much different story for the S&P 500, as global sentiment and the situation in Europe worsened due to the debt concerns for both Greece and Italy. The S&P 500 could not escape the global market downturn and posted a -13.87% return. With some potential solutions in place for the European debt crisis and improving economic data in the U.S., the fourth quarter experienced a degree of economic recovery and the S&P 500 returned 11.82%. The Fund had a stronger fourth quarter at 51 basis points off the benchmark.

The composition of the Fund’s holdings is subject to change.

(1)

Annual Shareholder Report


Macro 100 Fund (Continued)

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*Class*	*Expense Ratios*
A		1.72%
Trust		1.48%

The Fund’s performance assumes the reinvestment of all dividends and distributions. The S&P 500 has been adjusted to reflect reinvestment of dividends on securities in the index.

Because the fund invests in a limited number of holdings, an increase or decrease in the value of a single security may have a greater impact on the fund’s net asset value and total return.

*	Represents a hypothetical investment of $10,000 in the Fund after deducting the maximum sales load of 4.75% ($10,000 investment minus $475 sales load = $9,525).

(1)

The Fund commenced operations for all share classes on April 30, 2004.

†	The S&P 500 is not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission requires to be reflected in the Fund’s performance. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

Annual Shareholder Report


Mid Corp America Fund		As of 12/31/11

Management’s Discussion of Fund Performance

Portfolio Manager: Christopher M. Rowane, CFA, MBA

Senior Vice President

Huntington Asset Advisors, Inc.

For the fiscal year ended December 31, 2011, the Huntington Mid Corp America Fund produced total returns (not including the deduction of applicable sales charges) of -2.37% and -2.56% for the Fund’s Trust Shares and Class A Shares, respectively, based on net asset value. In the same period the Fund’s benchmark, the Standard & Poor’s MidCap 400 Index (S&P 400)¹, produced a total return of -1.73%. The Mid Corp America Fund’s Class A Shares underperformed the benchmark by -0.83%.

The Lipper Mid Cap Core Average (LMCC)² returned -3.38% for the same time period, reflecting Huntington Mid Corp America Fund’s better than average performance against its peer group.

Trading activity had a slightly negative impact on performance, while portfolio structure had a slightly positive impact on performance. Portfolio structure is comprised of security characteristics, sector allocation and security selection.

The three holdings that had the largest positive contributions to the Fund’s annual performance were VF Corp., Church and Dwight Co. and Petrohawk Energy Corp. These three holdings added 1.57% to the Fund’s return. The three holdings that had the largest negative contribution to the Fund’s performance were Life Technologies Corp., Thermo Fisher Scientific, Inc. and Royal Caribean Cruises Ltd. These three holdings subtracted -1.39% from the Fund’s return. Both Petrohawk Energy Corp. and Royal Caribbean Cruises Ltd. were sold before year-end.

2011 was marked by great volatility, with monthly returns swinging from 11% negative to 14% positive for the mid cap group. The Fund benefitted from the upside of this swing and avoided most of the downside impact, which resulted in the Fund outperforming its peer group.

The composition of the Fund’s holdings is subject to change.

(1)	The S&P 400 is a capitalization weighted index comprised of common stocks representing all major industries in the mid-cap range of the U.S. stock market. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an Index.

(2)	LMCC figures represent the average of the total returns reported by all of the mutual funds designated by the Lipper Inc. as falling in the category indicated. They do not reflect sales charges.

Annual Shareholder Report


Mid Corp America Fund (Continued)

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*Class*	*Expense Ratios*
A		1.62%
Trust		1.37%

The Fund’s performance assumes the reinvestment of all dividends and distributions. The S&P 400 and LMCC have been adjusted to reflect reinvestment of dividends on securities in the indices and average.

Mid-cap investing involves greater risk not associated with investing in more established companies, such as greater price volatility, business risk, less liquidity and increased competitive threat.

*	Represents a hypothetical investment of $10,000 in the Fund after deducting the maximum sales load of 4.75% ($10,000 investment minus $475 sales load = $9,525).

†

The S&P 400 is not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission (SEC) requires to be reflected in the Fund’s performance. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index. The LMCC represents the average of the total returns reported by all of the mutual funds designated by Lipper, Inc. as falling in the category indicated, and is not adjusted to reflect any sales charges. However, these total returns are reported net of expenses or other fees that the SEC requires to be reflected in a Fund’s performance.

Annual Shareholder Report


New Economy Fund		As of 12/31/11

Management’s Discussion of Fund Performance

Portfolio Manager: Randy Hare

Vice President

Huntington Asset Advisors, Inc.

For the fiscal year ended December 31, 2011, the Huntington New Economy Fund produced total returns (not including the deduction of applicable sales charges) for the Fund’s Trust Shares and Class A Shares of -17.44% and -17.64% respectively, based on net asset value. The Fund’s benchmark, the Standard & Poor’s MidCap 400 Growth Index (S&P 400 GI)¹ had a total return of -0.94.

During the year, the Fund’s holdings remained invested in companies producing or benefiting from increased productivity trends. Trading activity was responsible for -6.27% of Fund performance relative to the benchmark, while portfolio structure had a negative impact of -10.23%. Portfolio structure can be explained by adding security characteristics (-0.49%), sector allocation (-2.28%) and security selection (-7.45%).

The Fund’s performance relative to the benchmark was affected by both sector selection and individual stock selection. The consumer staples sector provided the largest sources of returns above the benchmark. The industrials sector was the largest source of underperformance. The Fund maintained a higher level of cash in order to accommodate redemptions. The Fund’s cash level remained the largest negative factor for the Fund’s performance. The Fund’s sector selection process during 2011 continued to be driven by the sector strategy of Huntington Asset Advisors, Inc.

The three holdings that had the largest positive contribution to the Fund’s performance were: F5 Networks, Inc., Onyx Pharmaceuticals, Inc. and Hansen Natural Corp. These three holdings added 3.05% to the Fund’s return. The three holdings that had the largest negative contribution to the Fund’s performance were Key Energy Services, Inc. (sold), Baker Hughes, Inc. and Greenbrier Cos., Inc. (sold). These three holdings subtracted -3.9% from the Fund’s return.

The composition of the Fund’s holdings is subject to change.

(1)

The S&P 400 GI is designed to provide a comprehensive measure of mid-cap U.S. equity “growth” performance. It is a float adjusted market capitalization weighted index comprised of stocks representing approximately half the market capitalization of the S&P MidCap 400 that have been identified as being on the growth end of the growth-value spectrum. Indices are unmanaged and, unlike the Fund, are not affected by cashflows. It is not possible to invest directly in an Index.

Annual Shareholder Report


New Economy Fund (Continued)

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*Class*	*Expense Ratios*
A		1.82%
Trust		1.57%

The Fund’s performance assumes the reinvestment of all dividends and distributions. The S&P 400 GI has been adjusted to reflect reinvestment of dividends on securities in the index.

Funds whose investments are concentrated in a specific industry or sector may be subject to a higher degree of market risk than funds whose investments are diversified. In addition, the Fund may be subject to specific risks of the technology sector, such as obsolescence. Small company stocks may be less liquid and subject to greater price volatility than large capitalization stocks.

*	Represents a hypothetical investment of $10,000 in the Fund after deducting the maximum sales load of 4.75% a ($10,000 investment minus $475 sales load = $9,525).

†

The S&P 400 GI is not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission requires to be reflected in the Fund’s performance. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

Annual Shareholder Report


Real Strategies Fund		As of 12/31/11

Management’s Discussion of Fund Performance

Portfolio Manager: Peter Sorrentino, CFA

Vice President

Huntington Asset Advisors, Inc.

For the fiscal year ended December 31, 2011, the Huntington Real Strategies Fund produced total returns (not including the deduction of applicable sales charges) of -9.64% and -9.88% for Trust Shares and Class A Shares, respectively, based upon net asset value. The Fund underperformed its benchmark, the S&P GSCI^® Index (S&P GSCI)¹, which had a total return of -1.18%. The Fund also underperformed the Standard & Poor’s 500 Index (S&P 500)², which returned 2.11% and the Real Strategies Indices Blend (RSIB)³, which returned -0.47% for the same period.

The Fund’s performance during the year was bifurcated, with performance during the opening months of the year driven by precious metal and energy related themes and the closing months of the year driven by oil related themes as it continued to suffer from declining metals prices. Overall, the price of gold increased in 2011. Gold’s performance was characterized by a rapid increase in the opening months and a partial retreat during the second half of the year.

During the year, the Fund’s most successful investment was Terra Nitrogen Co., a fertilizer producer that advanced 80.4%, at which time a decision was reached to sell the holding based upon its valuation. Merger and acquisition activity throughout the year propelled prices higher for the Fund’s shares of El Paso Corp., up 93% thanks to a buyout offer from Kinder Morgan, Inc., and Petrohawk Energy Corp., up 80.3% on a takeover bid from BHP Billiton Ltd.

Returns for the Fund’s coal and uranium holdings reversed the strong returns of 2010 to become the most significant price declines of 2011. Shares of metallurgical coal miner Walter Energy fell 48.2% followed by uranium miners Cameco Corp. and Uranium Energy Corp. which lost 46.8% and 29.3%, respectively for the year. The events at the Fukushima Daiichi Nuclear Power Station in Japan created a tsunami of negative public sentiment and despite strong fundamentals, these stocks suffered catastrophic declines. Coal stocks fell on power station closure notices issued by a number of utilities in North America. These plants will be closed due to the cost of compliance with the next stage of The Clean Air Act, which is set to go into effect in 2011. While this has been public knowledge for years, investors appear to have anticipated a staying of the implementation due to the tepid nature of the economic recovery.

The composition of the Fund’s holdings is subject to change.

(1)

The S&P GSCI^® Index measures general price movements and inflation in the world economy. The Index is calculated primarily on a world production-weighted basis and is comprised of the principal physical commodities that are the subject of active, liquid futures markets. The Fund’s investment adviser elected to change the benchmark index from the S&P 500 to the S&P GSCI^® Index because the S&P GSCI^® Index is more reflective of the securities in which the Fund invests. The indices are unmanaged and, unlike the Fund, are not affected by cashflows. It is not possible to invest directly in an index.

(2)

The S&P 500 is a capitalization-weighted Index comprised of 500 stocks and is designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an Index.

(3)

The Real Strategies Indices Blend is a custom blended index comprised of the following two indices with their noted respective weightings; Reuters/Jefferies CRB Total Return Index (50%) and NAREIT Index (50%). The Reuters/Jefferies CRB Total Return Index is a commodity index, a basket of exchange-traded futures contracts representing long-only positions in underlying commodities. Indices typically include a variety of commodity sectors to provide investors broader exposure to commodities as an asset class and free the investor from the mechanics of future trading (e.g., contract rolling and physical delivery). The index return does not reflect the deduction of expenses, which have been deducted from the Fund’s returns. The Index return assumes reinvestment of all distributions and does not reflect the deduction of taxes and fees. Individuals cannot invest directly in the Index, however, an individual can invest in exchange traded funds or other investment vehicles that attempt to track the performance of benchmark Index. The NAREIT represents returns for the National Association of Real Estate Investment Trust Equity Index. The indices are unmanaged and, unlike the Fund, are not affected by cashflows.

Annual Shareholder Report


Real Strategies Fund (Continued)

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*Class*	*Expense Ratios*
A		1.65%
Trust		1.40%

The Fund’s performance assumes the reinvestment of all dividends and distributions. The S&P 500, S&P GSCI and RSIB have been adjusted to reflect reinvestment of dividends on securities in the indices.

Investments in real estate investment trusts (“REITs”) and real-estate related securities involve special risks associated with an investment in real estate, such as limited liquidity and interest rate risks and may be more volatile than other securities. In addition, the value of REITs and other real estate-related investments is sensitive to changes in real estate values, extended vacancies of properties and other environmental and economic factors.

Commodities-related investments are subject to the same risks as direct investments in commodities and prices may rise and fall in response to many factors such as economic, political and regulatory developments.

*	Represents a hypothetical investment of $10,000 in the Fund after deducting the maximum sales load of 4.75% ($10,000 investment minus $475 sales load = $9,525).

(1)

The Fund commenced operations for all Share classes on May 1, 2007.

†

The S&P 500, S&P GSCI and RSIB are not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission requires to be reflected in the Fund’s performance. The indices are unmanaged and, unlike the Fund, are not affected by cashflows. It is not possible to invest directly in an index.

Annual Shareholder Report


Rotating Markets Fund		As of 12/31/11

Management’s Discussion of Fund Performance

Portfolio Manager: Paul Koscik, JD

Vice President

Huntington Asset Advisors, Inc.

For the fiscal year ended December 31, 2011, the Huntington Rotating Markets Fund produced total returns (not including the deduction of applicable sales charges 6.57% and 6.26% for Trust Shares and Class A Shares, respectively, based on net asset value. This outperformed the total return of 2.11% for the Fund’s benchmark, the Standard & Poor’s 500 Index (S&P 500)¹.

On September 1, 2010, the Rotating Markets Fund rotated from the “Global” segment of the stock market to the “Large Cap” segment. Specifically, it rotated to emulate the performance of the Dow Jones Industrial Average (DJIA). The major reason for the rotation was the belief that 2011 would see a shift out of riskier assets, such as the mid cap and small cap stocks, and into the more conservative large cap stocks. The DJIA was chosen because it is comprised of the “bluest” of large cap stocks. Another important consideration was the fact that the DJIA had underperformed the S&P 500 Index since November, 2008 and was due for a period of outperformance. The anticipated shift to large caps did in fact occur.

Because of fears regarding a weakening U.S. economy and the stability of the European Union, the stock market had one of its most volatile years in history. The “fear factor” worked in the Fund’s favor as investors poured into the Dow’s thirty stocks. For the year 2011, the Fund not only outperformed its benchmark, the S&P 500 Index, but it also outperformed the Standard & Poor’s Mid Cap 400 Index (S&P 400)² and the Standard & Poor’s Small Cap 600 Index (S&P 600)³ returns of -1.73% and 1.02%, respectively.

The composition of the Fund’s holdings is subject to change.

(1)

(2)	The S&P 400 is a capitalization-weighted index comprised of common stocks representing all major industries in the mid-range of the U.S. stock market. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index

(3)	The S&P 600 is a capitalization-weighted index representing all major industries in the small-cap range of U.S. stock market. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

Annual Shareholder Report


Rotating Markets Fund (Continued)

LOGO


*Class*	*Expense Ratios*
A		1.64%
Trust		1.40%

The Fund’s performance assumes the reinvestment of all dividends and distributions. The S&P 500 has been adjusted to reflect reinvestment of dividends on securities in the index.

International investing involves special risks including currency risk, increased volatility of foreign securities, political risks, and differences in auditing and other financial standards. Prices of emerging markets securities can be significantly more volatile than the prices of securities in developed countries and currency risk and political risks are accentuated in emerging markets.

Small company stocks may be less liquid and subject to greater price volatility than large capitalization stocks.

*	Represents a hypothetical investment of $10,000 in the Fund after deducting the maximum sales load of 4.75% ($10,000 investment minus $475 sales load = $9,525).

†	The S&P 500 is not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission requires to be reflected in the Fund’s performance. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

Annual Shareholder Report


Situs Fund		As of 12/31/11

Management’s Discussion of Fund Performance

Portfolio Manager: B. Randolph Bateman, CFA

Chief Investment Officer

Huntington Asset Advisors, Inc.

For the fiscal year ended December 31, 2011, the Huntington Situs Fund produced total returns (not including the deduction of applicable sales charges) of -3.36% and -3.64% for Trust Shares and Class A shares, respectively, based on net asset value. The Fund underperformed its benchmark, the Standard & Poor’s Small Cap 600 Index (S&P 600)¹, which rose 1.02% for the same period. The Standard and Poor’s MidCap 400 Index (S&P 400)² declined -1.73% for the year. The underperformance of the Situs Fund relative to the S&P 600 in 2011 broke a string of two consecutive years in which the Fund outperformed the unmanaged benchmark.

Investments during 2011 were influenced by the ongoing tepid recovery of the domestic economy. Major influencers of this included the events surrounding the European debt situation, Fed interest rate activities and risk related trading. Equity volatility on a day-by-day situation was dramatic, although at the end of the year there was no appreciable headway accomplished in virtually all the domestic markets. In the first quarter, the market experienced reasonable gains in the small cap market averages. The second quarter, however, did not experience these gains and, by the third quarter, the market was in a massive downslide. Both the small and mid-cap markets declined in excess of 19.80%, for the third quarter alone. The situation in Europe dominated the news and the direction of the domestic markets. Any indication of a resolution to the debt burden of the ‘Club Med’ nations was greeted with a dynamic market upsurge; however, when these indications proved unfounded, the market reversal was equally virulent. Sector strategies were not particularly effective in this environment, nor was stock selection an additive to relative performance. During the year, the Fund had overweight positions in Energy and Materials. Unfortunately, these two sectors were most impacted by the events in Europe. With the MSCI-EAFE Index down in double digits for the year and emerging markets off over 18%, the energy and materials sectors were more closely tied to economic worries within the foreign zone.

The composition of the Fund’s holdings is subject to change.

(1)	The S&P 600 is a capitalization-weighted index representing all major industries in the small-cap range of the U.S. stock market. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an Index.

(2)	The S&P 400 is a capitalization-weighted index comprised of common stocks representing all major industries in the mid-range of the U.S. stock market. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an Index.

Annual Shareholder Report


Situs Fund (Continued)

LOGO


*Class*	*Expense Ratios*
A		1.62%
Trust		1.37%

The Fund’s performance assumes the reinvestment of all dividends and distributions. The S&P 600 and S&P 400 have been adjusted to reflect reinvestment of dividends on securities in the indices.

International investing involves special risks including currency risk, increased volatility of foreign securities, political risks, and differences in auditing and other financial standards.

Small company stocks may be less liquid and subject to greater price volatility than large capitalization stocks.

*	Represents a hypothetical investment of $10,000 in the Fund after deducting the maximum sales load of 4.75% ($10,000 investment minus $475 sales load = $9,525).

(1)

The Fund commenced operations for all classes on September 30, 2002.

†

The S&P 600 and S&P 400 are not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission requires to be reflected in the Fund’s performance. The indices are unmanaged and, unlike the Fund, are not affected by cashflows. It is not possible to invest directly in an index.

Annual Shareholder Report


Technical Opportunities Fund		As of 12/31/11

Management’s Discussion of Fund Performance

Co-Portfolio Manager:

Martina Cheung, CFA, CMT, MBA

Vice President

Portfolio Manager: Paul Koscik, JD

Vice President

Huntington Asset Advisors, Inc.

For the fiscal year ended December 31, 2011, the Huntington Technical Opportunities Fund produced total returns (not including the deduction of applicable sales charges) of -12.47% and -12.77% for Trust Shares and Class A Shares, respectively, based on net asset value. The Fund underperformed the total return of 2.11% for the Fund’s benchmark, the Standard & Poor’s 500 Index (S&P 500)¹, for the same time period.

The Technical Opportunities Fund began 2011 with an asset allocation of 6% cash and the balance of the portfolio in equities. The Fund, in particular, had a significant exposure to international equities. The portfolio was positioned to benefit from the global bull market in equities. The U.S. equity market, as measured by the S&P 500, peaked in May and then experienced a correction which entailed a drop of 19%. Similarly, the EAFE index suffered a decline of 27%. The correction was precipitated by worries over the health of the U.S. economy as well concerns about the survivability of the European Union.

In October, the stock market bottomed and began a sharp rally. The Fund took advantage of the rally and sold selected equities that had appreciated in value, locking in gains. It was an opportunity to significantly reduce risk by sharply increasing cash levels. Because of the gridlock in Washington, the continuing risk of a European Union implosion, the ballooning U.S. and global deficits, and the fear that the monetary authorities have exhausted their abilities to stimulate the global economy, the Fund raised its cash to very elevated levels.

The strategy did not work as the S&P 500 experienced a very strong fourth quarter. The high cash levels as well as international holdings resulted in significant underperformance. The Fund enters 2012 with a significant cash position. The Fund is structured to defend against a strong drop in the global equity markets. The fund will maintain its cautious stance until there is evidence that the global economy is recovering and the risk of equity exposure has been reduced.

The composition of the Fund’s holdings is subject to change.

(1)

Annual Shareholder Report


Technical Opportunities Fund (Continued)

LOGO


*Class*	*Expense Ratios*
A		2.23%
Trust		2.00%

The Fund’s performance assumes the reinvestment of all dividends and distributions. The S&P 500 has been adjusted to reflect reinvestment of dividends on securities in the index.

Although the Fund can add diversification to your portfolio, the Fund itself is a non-diversified fund. The Fund may invest a greater percentage of its assets in the securities of a single issuer than do other mutual funds. Therefore, Fund performance can be affected significantly by the performance of one or a small number of issuers.

*	Represents a hypothetical investment of $10,000 in the Fund after deducting the maximum sales load of 4.75% ($10,000 investment minus $475 sales load = $9,525).

(1)

The Fund commenced operations for all Share classes on May 1, 2008.

†	The S&P 500 is not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission requires to be reflected in the Fund’s performance. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

Annual Shareholder Report


Fixed Income Securities Fund		As of 12/31/11

Management’s Discussion of Fund Performance

Portfolio Manager: Kirk Mentzer, MBA

Senior Vice President and Director of Research

Huntington Asset Advisors, Inc.

For the fiscal year ended December 31, 2011, the Huntington Fixed Income Securities Fund’s Trust Shares and Class A Shares produced total returns (not including the deduction of applicable sales charges) of 6.26% and 6.01%, respectively, based on net asset value. These returns compared to the Fund’s benchmark, the Barclays Government/Credit Bond Index (BGCBI)¹, which had a total return of 8.74% for the same period. The Fund’s peer group, the Lipper Intermediate Investment Grade Debt Funds Average², returned 6.23% for the fiscal year ended 2011.

A massive “flight to quality” fully describes the fixed income markets for 2011. Treasury yields fell across all maturities, with intermediate and longer-term bond yields declining by 1.25% on average. In terms of sector performance, first place honors go to municipal markets, where investor fears of massive defaults were largely unfounded, allowing a rebound in valuations that generated over 11% in total return. Corporate bonds landed at the other extreme, falling far short of Treasury returns by -4.15%. Taken together, broad fixed income indices ended 2011 with a total return of 8.74% as measured by the BGCBI.

The Fund’s Trust Shares trailed both indices but finished the year ahead of its peer groups. Positive contributors to Fund performance included security selection of high quality non-financial corporate and government security holdings. However, corporate bond markets as a group underperformed Treasury securities by over 400 basis points during the year with lower quality and financial related areas performing much worse. Detractors from Fund relative performance were predominantly related to the Fund maintaining a below market average maturity and above benchmark allocation towards corporate bonds.

The composition of the Fund’s holdings is subject to change.

(1)

The BGCBI comprises bonds that are investment grade rated Baa or higher by Moody’s or BBB or higher by Standard & Poor’s, if unrated by Moody’s. Issues must have at least one year to maturity. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an Index.

(2)	Lipper figures represent the average of the total returns reported by all of the mutual funds designated by Lipper Inc. as falling into the category indicated. They do not reflect sales charges.

Annual Shareholder Report


Fixed Income Securities Fund (Continued)

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*Class*	*Expense Ratios*
A		1.31%
Trust		1.07%

The Fund’s performance assumes the reinvestment of all dividends and distributions. The BGCBI has been adjusted to reflect reinvestment of dividends on securities in the index.

*	Represents a hypothetical investment of $10,000 in the Fund after deducting the maximum sales load of 3.75% ($10,000 investment minus $375 sales load = $9,625).

†	The BGCBI is not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission requires to be reflected in the Fund’s performance. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

Annual Shareholder Report


Intermediate Government Income Fund		As of 12/31/11

Management’s Discussion of Fund Performance

Portfolio Manager: William G. Doughty; MBA

Vice President

Huntington Asset Advisors, Inc.

For the fiscal year ended December 31, 2011, the Huntington Intermediate Government Income Fund produced total returns (not including the deduction of applicable sales charges) of 5.05% and 4.69% for Trust and Class A Shares, respectively, based on net asset value. This compared to the return of the Barclays Intermediate Government/Credit Index (BIGC)¹, the Fund’s benchmark, of 5.80% for the same period; the Merrill Lynch U.S. Treasuries/Agencies 1-10 Years Index’s (MLTA 1-10)² return of 6.34% for the same period; and the Lipper Short-Intermediate Government Funds Average³ of 3.54% for the same period.

During 2011, the Barclays U.S. Aggregate Bond Index⁴, which represents a broad bond market index, returned 5.97%. Sector performance favored Treasuries by a wide margin. The Fund’s underperformance against its benchmark index, the BIGC, was due to the asset mix of the portfolio. The overweight to agencies had a negative effect on the portfolio as Treasuries was the best asset class due to the risk off trade during the year. The risk off trade was due to the slowing economy in the U.S. and the problems in Europe. The mortgage portion of the portfolio did benefit the Fund, as mortgage securities had a good relative performance in 2011, despite the pre-payment risk with lower interest rates.

The composition of the Fund’s holdings is subject to change.

Bond prices are sensitive to changes in interest rates and a rise in interest rates can cause a decline in their prices.

(1)	The BIGC is a market value weighted performance benchmark for government and corporate fixed-rate debt issues with maturities between one and ten years. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an Index.

(2)	The MLTA 1-10 tracks the current 10-year Treasury securities. This index is produced by Merrill Lynch, Pierce, Fenner & Smith, Inc. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an Index.

(3)	Lipper figures represent the average of the total returns reported by all of the mutual funds designated by Lipper Inc. as falling into the category indicated. They do not reflect sales charges.

(4)

The Barclay’s U.S. Aggregate Bond Index is composed of securities from the Barclay’s Government/Corporate Bond Index, Mortgage Securities Index and the Asset Based Securities Index. Total return comprises price appreciation/depreciation and income as a percentage of the original investment. Indices are rebalanced monthly by market capitalization. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an Index.

Annual Shareholder Report


Intermediate Government Income Fund (Continued)

LOGO


*Class*	*Expense Ratios*
A		1.35%
Trust		1.11%

The Fund’s performance assumes the reinvestment of all dividends and distributions. The BIGC and MLTA 1-10 have been adjusted to reflect reinvestment of dividends on securities in the indices.

The value of some mortgage-backed securities may be particularly sensitive to changes in prevailing interest rates, and although the securities are generally supported by some form of government or private insurance, there is no assurance that private guarantors or insurers will meet their obligations.

*	Represents a hypothetical investment of $10,000 in the Fund after deducting the maximum sales load of 3.75% ($10,000 investment minus $375 sales load = $9,625).

†

The BIGC and MLTA 1-10 are not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission requires to be reflected in the Fund’s performance. The indices are unmanaged and, unlike the Fund, are not affected by cashflows. It is not possible to invest directly in an index.

Annual Shareholder Report


Mortgage Securities Fund		As of 12/31/11

Management’s Discussion of Fund Performance

Co-Portfolio Managers:

William G. Doughty, MBA

Vice President

Gustave J. Seasongood

Vice President

Huntington Asset Advisors, Inc.

For the fiscal year ended December 31, 2011, the Huntington Mortgage Securities Fund produced returns (not including the deduction of applicable sales charges) of 5.01% and 4.71% for the Fund’s Trust and Class A Shares, respectively, based on net asset value. This compared to the total return of 6.23% for the Fund’s benchmark, the Barclays Mortgage Backed Securities Index (BMBSI)¹, and the Lipper U.S. Mortgage Funds Average²return of 5.74% for the same reporting period.

During 2011, the mortgage securities market underperformed Treasury securities. Mortgage securities had a return of 6.14%, as measured by the BMBSI for the year, compared to a return of 9.79% for Treasuries for the same period. The agency position had a negative impact on the Fund’s return relative to its benchmark. The underperformance of the Fund was due to its more defensive nature, as well as investor concern regarding pre-payment risk due to lower interest rates and faster prepayments. The 11% exposure to the Real Estate Investment Trust (REIT) market, which was up from 10% last year, helped the Fund’s return. As measured by the NAREIT Index (NAREIT)³, REITs produced a return of 8.09% for 2011.

The composition of the Fund’s holdings is subject to change.

Bond prices are sensitive to changes in interest rates, and a rise in interest rates can cause a decline in their prices.

(1)

The BMBSI is composed of all fixed securities mortgage pools by the Government National Mortgage Association (GNMA), Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation, including GNMA Graduated Payment Mortgages. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an Index.

(2)	Lipper figures represent the average of the total returns reported by all of the mutual funds designated by Lipper Inc. as falling into the category indicated. They do not reflect sales charges

(3)	The NAREIT Index represents returns for the National Association of Real Estate Investment Trust Equity Index. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an Index.

Annual Shareholder Report


Mortgage Securities Fund (Continued)

LOGO


*Class*	*Expense Ratios*
A		1.36%
Trust		1.12%

The Fund’s performance assumes the reinvestment of all dividends and distributions. The BMBSI has been adjusted to reflect reinvestment of dividends on securities in the index.

Investments in real estate investment trusts (“REITs”) involve special risks associated with an investment in real estate such as limited liquidity and interest rate risk. In addition, the value of REITs and other real estate-related investments is sensitive to changes in real estate values, extended vacancies of properties and other environmental and economic factors.

*	Represents a hypothetical investment of $10,000 in the Fund after deducting the maximum sales load of 3.75% ($10,000 investment minus $375 sales load = $9,625).

†	The BMBSI is not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission requires to be reflected in the Fund’s performance. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

Annual Shareholder Report


Ohio Tax-Free Fund		As of 12/31/11

Management’s Discussion of Fund Performance

Portfolio Manager: Kathy Stylarek

Vice President

Huntington Asset Advisors, Inc.

For the fiscal year ended December 31, 2011, the Huntington Ohio Tax-Free Fund’s Trust Share and Class A Shares produced total returns (not including the deduction of applicable sales charges) of 7.37% and 7.16%, respectively, based on net asset value. The Fund’s benchmark, the Barclays 7-Year Municipal Bond Index (B7MB)¹, returned 10.14% for the same period. The Lipper Other States Intermediate Municipal Debt Funds Average², the Fund’s peer group, had a total return of 9.52% for the reporting period.

The Fund was positioned more defensively than its benchmark with a shorter duration, which resulted in a lower but consistent relative performance for the year. The Fund underperformed its Lipper peer group, but was positively impacted by the strong performance of municipals in the intermediate range of the curve. The lower quality, longer maturities performed well throughout the year, although our focus was on the short and intermediate Ohio quality names. Municipal bonds began the year with the ratio of municipals to Treasuries paying 86% to 169% of what Treasury yields were paying³. By the end of the year, the yield ratio of municipals to Treasuries went to 96%-165% levels. The number of new municipal offerings declined and the supply of secondary issues was also limited. This was the driving force that pushed rates lower throughout the year. Also, approximately 40% of the new deals that came to market were of the refunding type and did not provide a significant boost to the inventory shortage. The Fund was impacted more severely this year than in prior years by the Ohio December 1 call/maturity affect. We were able to get this liquidity put back to work but it took a few weeks due to the lack of outstanding inventory.

In general, the longer maturity and lower quality bond sector began the year strong and drove the market all year. The Fund provided steady performance, delivering predictable tax-free income (free of AMT impact) and offered some consistent gains. Our focus remained on higher quality general obligation and essential service bonds, which provided a consistent predicable performance.

We were also able to capitalize on some sectors that we usually do not participate in because bonds are priced with not enough yield. We took positions in some zero coupon bonds that offered good value against the current yield curve. The zero coupon bonds offered good yield and offset some of the net asset value reduction from the premium bond amortization within the Fund. The zero coupon bond sectors offered the stability and yield necessary to provide some above average yield without compromising quality. Our focus remained on the non-AMT bonds, which pay income that is tax-free.

The composition of the Fund’s holdings is subject to change.

(1)	The B7MB is comprised of intermediate term, investment grade, tax-exempt bonds with maturities between 6 and 8 years. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an Index.

(2)	Lipper figures represent the average of the total returns reported by all of the mutual funds designated by Lipper Inc. as falling into the respective category indicated. They do not reflect sales charges.

(3)	Bond prices are sensitive to changes in interest rates, and a rise in interest rates can cause a decline in their prices.

Income generated by this Fund may be subject to the federal alternative minimum tax.

Annual Shareholder Report


Ohio Tax-Free Fund (Continued)

LOGO


*Class*	*Expense Ratios*
A		1.45%
Trust		1.20%

The Fund’s performance assumes the reinvestment of all dividends and distributions. The B7MB has been adjusted to reflect reinvestment of dividends on securities in the index.

*	Represents a hypothetical investment of $10,000 in the Fund after deducting the maximum sales load of 3.75% ($10,000 investment minus $375 sales load = $9,625).

†	The B7MB is not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission requires to be reflected in the Fund’s performance. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

Annual Shareholder Report


Short/Intermediate Fixed Income Securities Fund		As of 12/31/11

Management’s Discussion of Fund Performance

Portfolio Manager: William G. Doughty, MBA

Vice President

Huntington Asset Advisors, Inc.

For the fiscal year ended December 31, 2011, the Huntington Short/Intermediate Fixed Income Securities Fund produced total returns (not including the deduction of applicable sales charges) of 1.98% and 1.72% for the Fund’s Trust and Class A Shares, respectively, based on net asset value. This compared to a return for the Merrill Lynch 1-5 Year Corporate/Government Credit Index (ML 1-5YGC)¹, the Fund’s benchmark index, of 3.09%, and the Lipper Short-Intermediate Investment Grade Debt Fund Average² of 3.96% for the same period.

Overall, the Fund’s 2011 performance was lower than its benchmark index due to the Fund’s underweight in the Treasury market. For the year ended December 31, 2011, Treasury securities had a return of 9.79%³, agencies had a return of 5.27%, and corporate bonds had a return of 7.51%. At fiscal year end, the Fund held 64% of its portfolio in corporate debt, 30% in federal agencies, and 5.0% in Treasuries. Corporate bonds underperformed and negatively impacted Fund performance. Treasuries performed well as there was a flight to quality resulting from overall economic conditions and the debt situation in Europe. The Fund’s shorter duration, which is a measure of the sensitivity of the price (the value of principal) of a fixed-income investment to a change in interest rates, relative to its benchmark, and its defensive posture (with the expectation of higher rates) also negatively impacted Fund performance. The two-year Treasury had a return of 1.45%, while the 5-year Treasury had a return of 9.20%. The duration of the Fund was 2.4 years.

The composition of the Fund’s holdings is subject to change.

(1)	The ML 1-5YGC trades short-term U.S. government securities and short-term domestic investment-grade corporate bonds with maturities between 1 and 4.99 years. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an Index.

(2)	Lipper figures represent the average of the total returns reported by all of the mutual funds designated by Lipper Inc. as falling into the category indicated. They do not reflect sales charges.

(3)	Bond prices are sensitive to changes in interest rates, and a rise in interest rates can cause a decline in their prices.

Annual Shareholder Report

Short/Intermediate Fixed Income Securities Fund (Continued)

LOGO


*Class*	*Expense Ratios*
A		1.31%
Trust		1.07%

The Fund’s performance assumes the reinvestment of all dividends and distributions. The ML1-5YGC has been adjusted to reflect reinvestment of dividends on securities in the index.

*	Represents a hypothetical investment of $10,000 in the Fund after deducting the maximum sales load of 1.50% ($10,000 investment minus $150 sales load = $9,850).

(1)

Class A Shares commenced operations on May 9, 2003. Prior to May 9, 2003, performance is based on the performance of Trust Shares adjusted for the Class A Shares 12b-1 fees and sales charge.

†

The ML 1-5YGC is not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission requires to be reflected in the Fund’s performance. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

Annual Shareholder Report


Balanced Allocation Fund		As of 12/31/11

Management’s Discussion of Fund Performance

Manager: Paula Jurcenko

Senior Vice President

Huntington Asset Advisors, Inc.

For the fiscal year ended December 31, 2011, the Huntington Balanced Allocation Fund Class A Shares produced a total return (not including the deduction of applicable sales charges) of -0.18% based on net asset value. This performance compares to the 2.11% total return of its benchmark, the Standard and Poor’s 500 Index (S&P 500)¹, and the 4.40% total return for the Balanced Allocation Indices Blend (BAIB)², for the same period.

Huntington Asset Advisors, Inc. (the “Adviser”) utilizes optimization software as well as internal and external research to analyze the economy and the capital markets. Based on this information, the Adviser determines the optimal allocation of asset classes to capitalize on current market conditions. Based on these models, the manager constructs the portfolio of the underlying Huntington Funds that comprise the Balanced Allocation Fund. During 2011, the Fund implemented two tactical allocation changes, the first in May and the second in June.

In 2011, the economy experienced flat growth and increased volatility, as global markets faced continued concern over the lack of progress on the European debt situation and the possible weakening of reported corporate earnings. During the year, there were several large market swings, both positive and negative. Because these large market swings were the result of a “confidence crisis” rather than an actual change in fundamentals, tactical asset allocation changes were kept to a minimum. As a result, the Fund avoided the pitfalls of emotional investing that dominated the global marketplace. The first market swing occurred in May, and as a result, Huntington’s Investment Policy Committee (IPC) made a tactical allocation change, which reduced exposure in small- and mid-cap securities to increase large-cap exposure. This change focused the Fund on domestic companies with established track-records and whose earnings typically were more stable than others. This also enabled the Fund to capture dividend income, which was a key component of total portfolio return in 2011. The second tactical allocation change occurred in June, as the IPC reduced the total cash position to increase exposure to commodities and other alternative assets. The coalescence of a price pullback, favorable long-term outlook, and cyclical trends warranted a shift of this nature and provided additional diversification.

At the end of 2011, the Balanced Allocation Fund had a 65% allocation to equity funds. Of particular importance to the Fund’s performance were the two highest performing equity fund holdings in the portfolio: the Huntington Income Equity Fund (11.7% of the portfolio) and the Huntington Dividend Capture Fund (4.3% of the portfolio). For the year ended December 31, 2011, the Huntington Income Equity Fund Trust shares returned 6.92%, which outperformed the -0.48% return of its benchmark, the S&P 500 Value Index, for the same period. The Huntington Dividend Capture Fund Trust shares returned 6.03%, which outperformed the 2.11% return of its benchmark, the S&P 500 Index.

At the end of 2011, the Balanced Allocation Fund had a 34% allocation to fixed-income funds. Of particular importance to the Fund’s performance were the two highest performing fixed-income fund holdings in the portfolio: the Huntington Fixed-Income Fund (15.3% of the portfolio) and the Huntington Intermediate Government Fund (7.2% of the portfolio). For the year ended December 31, 2011, the Huntington Fixed-Income Fund Trust shares returned 6.26%, which underperformed the 8.74% return of its benchmark, the Barclays Government/Credit Index, for the same period. The Huntington Intermediate Government Income Fund Trust shares returned 5.05%, which underperformed the 5.80% return of its benchmark, the Barclays Capital Intermediate Govt./Credit Index.

The composition of the Fund’s holdings is subject to change.

(1)

(2)

The Balanced Allocation Blended Benchmark is a custom blended index comprised of the following two indices with their noted respective weightings: Standard & Poor’s 500 Index (60%) and the Barclays U.S. Aggregate Bond Index (40%). The Barclays U.S. Aggregate Index is comprised of securities from the Barclays Government/Corporate Bond Index, Mortgage Securities Index and the Asset Based Index. Total return comprises price appreciation/depreciation and income as a percentage of the original investment. Indices are rebalanced monthly by market capitalization. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an Index. The S&P 500 Index is an unmanaged index generally representing the performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries. Investments cannot be made in an index.

Annual Shareholder Report


Balanced Allocation Fund (Continued)

LOGO


*Class*	*Expense Ratio*
A		1.88%

The above expense ratio is from the Funds’ prospectus dated May 2, 2011. Additional information pertaining to the Fund’s expense ratio as of December 31, 2011 can be found in the financial highlights.

The Fund’s performance assumes the reinvestment of all dividends and distributions on securities. The S&P 500 and BAIB have been adjusted to reflect reinvestment of dividends on securities in the indices.

The risk of investing in the Huntington Asset Allocation Funds is a reflection of the risks of investing in the Underlying Funds in which each Asset Allocation Fund invests. Therefore, it is important that you carefully read the prospectus for each Underlying Fund. Diversification does not assure profit or protect against loss in a declining market. Asset Allocation Funds do not assure or guarantee better performance and cannot eliminate the risk of investment loss. Before investing, you should carefully read the risk disclosure for each of the Underlying Funds, which can be found in the current prospectus. Because the Funds invest in other Funds, the Funds are shareholders of those Underlying Funds and indirectly bear its proportionate share of the operating expenses, including management fees, of the Underlying Funds.

*	Represents a hypothetical investment of $10,000 in the Fund after deducting the maximum sales load of 4.75% ($10,000 investment minus $475 sales load = $9,525).

(1)

The Fund commenced operations on July 31, 2009.

†

The S&P 500 and BAIB are not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission requires to be reflected in the Fund’s performance. The indices are unmanaged and, unlike the Fund, are not affected by cashflows. It is not possible to invest directly in an index.

Annual Shareholder Report


Conservative Allocation Fund		As of 12/31/11

Management’s Discussion of Fund Performance

Manager: Paula Jurcenko

Senior Vice President

Huntington Asset Advisors, Inc.

For the fiscal year ended December 31, 2011, the Huntington Conservative Allocation Fund Class A Shares produced a total return (not including the deduction of applicable sales charges) of 2.50% based on net asset value. This performance compares to the 7.84% total return of its benchmark, the Barclay’s U.S. Aggregate Bond Index (BUSAI)¹for the same period, and the 6.70% total return for the Conservative Allocation Indices Blend (CAIB)² for the same period.

Huntington Asset Advisors, Inc. (the “Adviser”) utilizes optimization software as well as internal and external research to analyze the economy and the capital markets. Based on this information, the Adviser determines the optimal allocation of asset classes to capitalize on current market conditions. Based on these models, the manager constructs the portfolio of the underlying Huntington Funds that comprise the Conservative Allocation Fund. During 2011, the Fund implemented two tactical allocation changes, the first in May and the second in June.

At the end of 2011, the Conservative Allocation Fund had a 75% allocation to fixed-income funds. Of particular importance to the Fund’s performance were the two highest performing fixed-income fund holdings in the portfolio: the Huntington Fixed-Income Fund (34.0% of the portfolio) and the Huntington Intermediate Government Fund (15.9% of the portfolio). For the year ended December 31, 2011, the Huntington Fixed-Income Fund Trust shares returned 6.26%, which underperformed the 8.74% return of its benchmark, the Barclays Government/Credit Index, for the same period. The Huntington Intermediate Government Income Fund Trust shares returned 5.05%, which underperformed the 5.80% return of its benchmark, the Barclays Capital Intermediate Govt./Credit Index for the same period.

At the end of 2011, the Conservative Allocation Fund had a 24% allocation to equity funds. Of particular importance to the Fund’s performance were the two highest performing equity fund holdings in the portfolio: the Huntington Income Equity Fund (4.4% of the portfolio) and the Huntington Dividend Capture Fund (1.6% of the portfolio). For the year ended December 31, 2011, the Huntington Income Equity Fund Trust shares returned 6.92%, which outperformed the -0.48% return of its benchmark, the S&P 500 Value Index, for the same period. The Huntington Dividend Capture Fund Trust shares returned 6.03%, which outperformed the 2.11% return of its benchmark, the S&P 500 Index for the same period.

The composition of the Fund’s holdings is subject to change.

(1)

(2)

The Conservative Allocation Blended Benchmark is a custom blended index comprised of the following two indices with their Index (80%). The Barclays U.S. Aggregate Index is comprised of securities from the Barclays Government/Corporate Bond Index, Mortgage Securities Index and the Asset Based Index. Total return comprises price appreciation/depreciation and income as a percentage of the original investment. Indices are rebalanced monthly by market capitalization. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an Index. The S&P 500 Index is an unmanaged index generally representing the performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries. Investments cannot be made in an index.

Annual Shareholder Report


Conservative Allocation Fund (Continued)

LOGO


*Class*	*Expense Ratio*
A		1.82%

The Fund’s performance assumes the reinvestment of all dividends and distributions on securities. The BUSAI and CAIB have been adjusted to reflect reinvestment of dividends on securities in the indices.

*	Represents a hypothetical investment of $10,000 in the Fund after deducting the maximum sales load of 4.75% ($10,000 investment minus $475 sales load = $9,525).

(1)

The Fund commenced operations on July 31, 2009.

†

The BUSAI and CAIB are not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission requires to be reflected in the Fund’s performance. The indices are unmanaged and, unlike the Fund, are not affected by cashflows. It is not possible to invest directly in an index.

Annual Shareholder Report


Growth Allocation Fund		As of 12/31/11

Management’s Discussion of Fund Performance

Manager: Paula Jurcenko

Senior Vice President

Huntington Asset Advisors, Inc.

For the fiscal year ended December 31, 2011, the Huntington Growth Allocation Fund Class A Shares produced a total return (not including the deduction of applicable sales charges) of -1.75% based on net asset value. This performance compares to the 2.11% total return of its benchmark, the Standard and Poor’s 500 Index (S&P 500)¹for the same period, and the 3.26% total return for the Growth Allocation Indices Blend (GAIB)² for the same period.

Huntington Asset Advisors, Inc. (the “Adviser”) utilizes optimization software as well as internal and external research to analyze the economy and the capital markets. Based on this information, the Adviser determines the optimal allocation of asset classes to capitalize on current market conditions. Based on these models, the manager constructs the portfolio of the underlying Huntington Funds that comprise the Conservative Allocation Fund. During 2011, the Fund implemented two tactical allocation changes, the first in May and the second in June.

At the end of 2011, the Growth Allocation Fund had an 86% allocation to equity funds. Of particular importance to the Fund’s performance were the two highest performing equity fund holdings in the portfolio: the Huntington Income Equity Fund (15.4% of the portfolio) and the Huntington Dividend Capture Fund (5.6% of the portfolio). For the year ended December 31, 2011, the Huntington Income Equity Fund Trust shares returned 6.92%, which outperformed the -0.48% return of its benchmark, the S&P 500 Value Index, for the same period. The Huntington Dividend Capture Fund Trust shares returned 6.03%, which outperformed the 2.11% return of its benchmark, the S&P 500 Index, for the same period.

At the end of 2011, the Growth Allocation Fund had a 13% allocation to fixed-income funds. Of particular importance to the Fund’s performance were the two highest performing fixed-income fund holdings in the portfolio: the Huntington Fixed-Income Fund (6.1% of the portfolio) and the Huntington Intermediate Government Fund (2.8% of the portfolio). For the year ended December 31, 2011, the Huntington Fixed-Income Fund Trust shares returned 6.26%, which underperformed the 8.74% return of its benchmark, the Barclays Government/Credit Index, for the same period. The Huntington Intermediate Government Income Fund Trust shares returned 5.05%, which underperformed the 5.80% return of its benchmark, the Barclays Capital Intermediate Govt./Credit Index, for the same period.

The composition of the Fund’s holdings is subject to change.

(1)

(2)

The Growth Allocation Blended Benchmark is a custom blended index comprised of the following two indices with their noted respective weightings: Standard & Poor’s 500 Index (80%) and the Barclays U.S. Aggregate Bond Index (20%). The Barclays U.S. Aggregate Index is comprised of securities from the Barclays Government/Corporate Bond Index, Mortgage Securities Index and the Asset Based Index. Total return comprises price appreciation/depreciation and income as a percentage of the original investment. Indices are rebalanced monthly by market capitalization. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an Index. The S&P 500 Index is an unmanaged index generally representing the performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries. Investments cannot be made in an index.

Annual Shareholder Report


Growth Allocation Fund (Continued)

LOGO


*Class*	*Expense Ratio*
A		1.81%

The Fund’s performance assumes the reinvestment of all dividends and distributions on securities. The S&P 500 and GAIB have been adjusted to reflect reinvestment of dividends on securities in the indices.

*	Represents a hypothetical investment of $10,000 in the Fund after deducting the maximum sales load of 4.75% ($10,000 investment minus $475 sales load = $9,525).

(1)

The Fund commenced operations on July 31, 2009.

†

The S&P 500 and GAIB are not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission requires to be reflected in the Fund’s performance. The indices are unmanaged and, unlike the Fund, are not affected by cashflows. It is not possible to invest directly in an index.

Annual Shareholder Report



*Huntington Tax-Free Money Market Fund*		December 31, 2011


*Portfolio of Investments Summary Table*		(unaudited)


*Asset Allocation*	Percentage of Market Value
Medical		30.0%
General Obligations		16.9%
Multifamily Housing		14.9%
Higher Education		10.8%
General Fund		8.1%
Development		4.6%
Pollution		4.5%
School Districts		3.4%
Cash		2.8%
Water		2.3%
Education		1.5%
Airport		0.2%
*Total*		*100.0%*

Portfolio holdings and allocations are subject to change. As of December 31, 2011, percentages in the table above are based on total investments. Such total investments may differ from the percentages set forth below in the Portfolio of Investments which are computed using the Fund’s total net assets.

The Portfolio of Investments Summary Table and the Portfolio of Investments are broken down by sectors, and these sectors do not represent industry categories for purposes of identifying “industry concentration” as described in the Investment Company Act of 1940, as amended.

Portfolio of Investments


Principal Amount			*Value*

	*Municipal Bonds — 92.5%*
	*Colorado — 4.4%*
$	1,165,000	Colorado Educational & Cultural Facilities Authority, National Jewish Federation Revenue, Series A-5, 0.090%, 4/1/34 (a)	$	1,165,000
	350,000	Colorado Housing & Finance Authority Revenue, Series E, (Fannie Mae Ins.), 0.100%, 10/15/16 (a)		350,000
	350,000	Colorado Housing & Finance Authority Revenue, Series B, (Fannie Mae Ins.), 0.100%, 10/15/16 (a)		350,000
	500,000	Colorado Housing & Finance Authority Revenue, Series A, (Fannie Mae Ins.), 0.120%, 10/15/16 (a)		500,000
	1,640,000	Crystal Valley County, CO, Metropolitan District No. 1 Revenue, (LOC - Wells Fargo Bank N.A.), 0.090%, 10/1/34 (a)		1,640,000
				4,005,000


Principal Amount			*Value*

	*Municipal Bonds — (Continued)*
	*Connecticut — 1.1%*
$	1,000,000	Hartford, CT, G.O., 2.000%, 4/12/12	$	1,003,819
	*Delaware — 1.2%*
	1,080,000	University of Delaware Revenue, Series B, (SPA - Bank of America N.A.), 0.080%, 11/1/34 (a)		1,080,000
	*Florida — 17.8%*
	800,000	Broward County, FL, Education Facilities Authority Revenue, (LOC - Bank of America N.A.), 0.100%, 4/1/20 (a)		800,000
	2,990,000	Broward County, FL, School Board, Certificate Participation, (AGM Ins.), 0.110%, 7/1/21 (a)		2,990,000
	1,365,000	Broward County, FL, Housing Finance Authority Revenue, (Freddie Mac Ins.), 0.090%, 12/1/29 (a)		1,365,000
	100,000	Broward County, FL, Education Facilities Authority Revenue, (LOC - Citibank N.A.), 0.080%, 11/1/31 (a)		100,000
	320,000	Daytona Beach, FL, Capital Improvement Revenue, Series A, 2.000%, 2/1/12		320,348

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report


*Huntington Tax-Free Money Market Fund*		(Continued)


Principal Amount			*Value*

	*Municipal Bonds — (Continued)*
	*Florida — (Continued)*
$	400,000	Jacksonville, FL, Health Facilities Authority Revenue, Baptist Medical Center Project, (LOC-Wells Fargo Bank N.A.), 0.050%, 8/15/21 (a)	$	400,000
	600,000	Jacksonville, FL, Health Facilities Authority Revenue, Baptist Medical Center Project, (LOC - Wells Fargo Bank N.A.), 0.050%, 8/15/27 (a)		600,000
	800,000	North Broward, FL, , Hospital District Revenue, (MBIA Ins. LOC-Wachovia Bank N.A.), 0.060%, 1/15/27 (a)		800,000
	200,000	Palm Beach County, FL, Revenue, (LOC - Northern Trust Co.), 0.200%, 5/1/25 (a)		200,000
	1,050,000	Palm Beach County, FL, Revenue, (LOC - Northern Trust Co.), 0.200%, 3/1/30 (a)		1,050,000
	700,000	Palm Beach County, FL, Revenue, (LOC - Northern Trust Co.), 0.120%, 11/1/36 (a)		700,000
	2,450,000	Pinellas County, FL, Health Facilities Authority Revenue, Series A-1, (AGM Ins.), 0.060%, 11/1/38 (a)		2,450,000
	3,500,000	Sarasota County, FL, Public Hospital District Hospital Revenue, Sarasota Memorial Hospital, Series A, (LOC - Northern Trust Co.), 0.030%, 7/1/37 (a)		3,500,000
	1,100,000	Volusia County, FL, Housing Finance Authority Refunding Revenue, (Fannie Mae Ins.), 0.090%, 1/15/32 (a)		1,100,000
				16,375,348
	*Georgia — 1.6%*
	1,500,000	Cobb County, GA, Housing Authority, Tamarron Apartments, (Fannie Mae Ins.), 0.090%, 3/1/24 (a)		1,500,000
	*Indiana — 4.5%*
	1,200,000	Indiana State Development Finance Authority Revenue, (LOC - JPMorgan Chase Bank), 0.060%, 11/1/35 (a)		1,200,000
	2,900,000	Indiana State Finance Authority, Environmental Revenue, 0.050%, 10/1/40 (a)		2,900,000
				4,100,000
	*Iowa — 0.7%*
	600,000	Iowa State Finance Authority, Health Facilities Authority Revenue, Series B, 0.060%, 2/15/35 (a)		600,000


Principal Amount			*Value*

	*Municipal Bonds — (Continued)*
	*Michigan — 0.1%*
$	125,000	Kalamazoo, MI, Hospital Finance Authority Revenue, Series A, 2.000%, 5/15/12	$	125,091
	*Minnesota — 4.8%*
	445,000	Itasca County, MN, School District No. 318 Referendum, G.O., Series A, 2.000%, 2/1/12		445,522
	1,995,000	Minneapolis & St. Paul, MN, Housing & Redevelopment Authority, Health Care Revenue, Allina Health Systems, Series B-1, (LOC - JPMorgan Chase Bank), 0.040%, 11/15/35 (a)		1,995,000
	2,000,000	Richfield, MN, Housing Revenue, Woodlake Richfield Apartments Project, (LOC - Wells Fargo Bank N.A.), 0.080%, 10/1/53 (a)		2,000,000
				4,440,522
	*Missouri — 4.5%*
	2,270,000	Missouri State Health & Educational Facilities Authority Revenue, Washington University, Series B, (LOC - Wells Fargo Bank N.A.), 0.040%, 2/15/34 (a)		2,270,000
	500,000	Missouri State Health & Educational Facilities Authority Revenue, St. Louis University, Series A-2, (LOC - Wells Fargo Bank N.A.), 0.030%, 10/1/35 (a)		500,000
	200,000	Missouri State Health & Educational Facilities Authority Revenue, St. Louis University, Series A-1, (LOC - Wells Fargo Bank N.A.), 0.050%, 10/1/35 (a)		200,000
	1,200,000	Missouri State Health & Educational Facilities Authority Revenue, St. Louis University, Series B-2, (LOC - Bank of America N.A.), 0.030%, 10/1/35 (a)		1,200,000
				4,170,000
	*Nebraska — 1.2%*
	1,100,000	Nebraska Educational Finance Authority Revenue, Creighton University, (LOC - JPMorgan Chase Bank), 0.060%, 7/1/35 (a)		1,100,000
	*New York — 4.9%*
	1,235,000	New York City Transitional Finance Authority Future Tax Secured Revenue, Series 3, (SPA - Wells Fargo Bank N.A.), 0.020%, 11/1/22 (a)		1,235,000

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report


*Huntington Tax-Free Money Market Fund*		(Continued)


Principal Amount			*Value*

	*Municipal Bonds — (Continued)*
	*New York — (Continued)*
$	1,300,000	New York State Housing Finance Agency Revenue, (Fannie Mae Ins.), 0.040%, 5/15/39 (a)	$	1,300,000
	2,000,000	Poughkeepsie, NY, G.O., 1.500%, 3/16/12		2,001,418
				4,536,418
	*North Carolina — 7.5%*
	2,055,000	Cary, NC, Various Public Improvements, G.O., (SPA - JPMorgan Chase Bank), 0.070%, 6/1/27 (a)		2,055,000
	3,500,000	Charlotte-Mecklenburg Hospital Authority, NC, Health Care System Revenue, Series B, (LOC - U.S. Bank N.A.), 0.030%, 1/15/26 (a)		3,500,000
	400,000	Charlotte-Mecklenburg Hospital Authority, NC, Health Care System Revenue, Series H, (LOC - Wells Fargo Bank N.A.), 0.030%, 1/15/45 (a)		400,000
	500,000	New Hanover County, NC, Hospital Revenue, Series A-1, (AGM Ins. SPA-Wachovia Bank N.A.), 0.120%, 10/1/23 (a)		500,000
	400,000	New Hanover County, NC, Hospital Revenue, Series B-1, (AGM Ins.), 0.120%, 10/1/26 (a)		400,000
				6,855,000
	*Ohio — 17.8%*
	1,200,000	Allen County, OH, Hospital Facilities Revenue, Catholic Healthcare, Series C, (LOC - Bank of Nova Scotia), 0.040%, 6/1/34		1,200,000
	425,000	Butler County, OH, Capital Funding Revenue, Series A, (LOC - U.S. Bank N.A.), 0.100%, 6/1/35 (a)		425,000
	200,000	Butler County, OH, Port Authority Economic Development Lease Revenue, Great Miami Valley YMCA, (LOC - JPMorgan Chase Bank), 0.140%, 9/1/37 (a)		200,000
	1,000,000	Central Ohio Solid Waste Authority, G.O., 1.000%, 6/13/12		1,001,785
	15,000	Cleveland, OH, Cuyahoga County Port Authority , Carnegie/96th Research Building Project, (LOC - PNC Bank N.A.), 0.080%, 1/1/33 (a)		15,000
	160,000	Columbia, OH , Local School District, G.O., (AGM Ins.), 1.500%, 11/1/12		161,152


Principal Amount			*Value*

	*Municipal Bonds — (Continued)*
	*Ohio — (Continued)*
$	165,000	Columbus, OH, Regional Airport Authority Revenue, Series A, (LOC - U.S. Bank N.A.), 0.100%, 3/1/34 (a)	$	165,000
	500,000	Deerfield Township, OH, Various Purposes, G.O., 1.250%, 11/1/12		502,065
	1,160,000	Franklin County, OH, Industrial Development Revenue, (SPA - JPMorgan Chase Bank) 0.110%, 11/1/14 (a)		1,160,000
	800,000	Franklin County, OH, Hospital Revenue, U.S. Health Corp., Series A, (LOC - Citibank N.A.), 0.070%, 12/1/21 (a)		800,000
	2,035,000	Green, OH, Street Improvements, G.O., Series B, 1.000%, 6/29/12		2,039,476
	362,000	Green, OH, G.O., BAN, Series A, 1.000%, 6/29/12		362,618
	220,000	Harrison, OH, G.O., 2.950%, 12/6/12		223,532
	1,000,000	Maple Heights, OH, City School District, G.O., 1.250%, 4/12/12		1,000,828
	650,000	Marietta, OH, Various Purposes, G.O., 2.000%, 5/17/12		651,923
	1,000,000	Marion, OH, Various Purposes, G.O., 1.500%, 7/19/12		1,002,703
	725,000	Norton, OH, G.O., 2.000%, 8/23/12		729,607
	2,000,000	Ohio State University, Infrastructure Improvements , G.O., Series B, 0.060%, 8/1/21 (a)		2,000,000
	500,000	Piqua City, OH, Local School District, G.O., 1.125%, 6/14/12		501,176
	1,500,000	Union Township, OH, Various Purposes, G.O., 1.125%, 9/12/12		1,504,925
	750,000	Vermilion, OH, Various Purposes, G.O., 1.625%, 10/25/12		753,774
				16,400,564
	*Pennsylvania — 3.4%*
	400,000	Allegheny County, PA, Hospital Revenue, UPMC Senior Living Corp., (Fannie Mae Ins.), 0.080%, 7/15/28 (a)		400,000
	2,000,000	Pittsburgh, PA, Water & Sewer Authority Revenue, Series B-1, (AGM Ins. SPA - JPMorgan Chase Bank), 0.100%, 9/1/33 (a)		2,000,000

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report


*Huntington Tax-Free Money Market Fund*		(Continued)


Principal Amount			*Value*

	*Municipal Bonds — (Continued)*
	*Pennsylvania — (Continued)*
$	770,000	State Public School Building Authority Revenue, Harrisburg Area Community College Project, 2.000%, 4/1/12	$	772,469
				3,172,469
	*Tennessee — 1.8%*
	1,625,000	Jackson, TN, Health Educational & Housing Facility Board Multifamily Revenue, (Fannie Mae Ins.), 0.090%, 5/15/31 (a)		1,625,000
	*Texas — 7.5%*
	200,000	Austin Housing Finance Corp., Housing Finance Corporation Multi Family Housing Revenue, Stassney Woods Apartments, Series A, (Fannie Mae Ins. LOC - JPMorgan Chase Bank), 0.090%, 10/15/32 (a)		200,000
	2,100,000	Harris County, TX, Cultural Education Facilities Finance Corp. Revenue, Series B-2, (LOC - JPMorgan Chase & Co.), 0.060%, 9/1/31 (a)		2,100,000
	1,000,000	Harris County, TX, Health Facilities Development Corp., Hospital Revenue, Series A-1, 0.050%, 11/15/47 (a)		1,000,000
	1,000,000	Harris County, TX, Health Facilities Development Corp., Hospital Revenue, Series B, 0.060%, 11/15/47 (a)		1,000,000
	900,000	Katy, TX, Independent School District, G.O., 0.120%, 8/15/33 (a)		900,000
	590,000	North Harris Montgomery Community College District Texas Revenue, Series A, (SPA - Ambac), 3.750%, 2/15/12		592,207
	1,110,000	Travis County, TX, Housing Finance Corp., Multifamily Housing Revenue, Series A, (Fannie Mae Ins.), 0.090%, 2/15/34 (a)		1,110,000
				6,902,207
	*Virginia — 2.6%*
	850,000	Arlington County, VA, Industrial Development Authority Revenue, Series A, (Fannie Mae Ins.), 0.100%, 3/1/35 (a)		850,000
	825,000	Hampton, VA, Redevelopment & Housing Authority Multifamily Housing Revenue, Township Apartments Project, (Fannie Mae Ins.), 0.090%, 10/15/32 (a)		825,000


Principal Amount or Shares			*Value*

	*Municipal Bonds — (Continued)*
	*Virginia — (Continued)*
$	400,000	Roanoke, VA , Industrial Development Authority, Hospital Revenue, Series A-2, (AGM Ins., SPA - Wells Fargo Bank N.A.) 0.050%, 7/1/36 (a)	$	400,000
	350,000	Virginia Commonwealth University Revenue, Series A, (LOC - Wells Fargo Bank N.A.), 0.030%, 11/1/30 (a)		350,000
				2,425,000
	*Washington — 0.7%*
	630,000	Washington Economic Development Finance Authority Revenue, Pioneer Human Services, 0.050%, 9/1/18 (a)		630,000
	*West Virginia — 0.3%*
	300,000	West Virginia Economic Development Authority Revenue, Series A, (SPA - PNC Bank N.A.), 0.110%, 7/1/17 (a)		300,000
	*Wisconsin — 4.1%*
	280,000	Edgar, WI, School District Revenue, BAN, 1.750%, 3/15/12		280,413
	3,500,000	Wisconsin State Health & Educational Facilities Authority Revenue, Series B, 0.060%, 4/1/35 (a)		3,500,000
				3,780,413
	*Total Municipal Bonds (Cost $85,126,851)*			*85,126,851*
	*Cash Equivalents — 2.7%*
	2,495,868	Fidelity Institutional Tax-Exempt Portfolio, Class I, 0.010% (b)		2,495,868
	*Total Cash Equivalents (Cost $2,495,868)*			*2,495,868*
	Total Investments (Cost $87,622,719) — 95.2%			*87,622,719*
	*Other Assets in Excess of Liabilities — 4.8%*			*4,405,621*
	*Net Assets — 100.0%*		$	*92,028,340*

(a)

Variable or Floating Rate Security. Rate disclosed is as of December 31, 2011. Date shown represents final maturity date.

(b)

Rate disclosed is the seven day yield as of December 31, 2011.

AMBAC — American Municipal Bond Assurance Corp.

BBAN — Bond Anticipation Note

FNMA — Federal National Mortgage Association

G.O. — General Obligation

LOC — Letter of Credit

MBIA — Municipal Bond Insurance Association

SPA — Standby Purchase Agreement

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report



*Huntington Money Market Fund*		December 31, 2011


*Portfolio of Investments Summary Table*		(unaudited)


*Asset Allocation*	Percentage of Market Value
Commercial Paper		22.9	%
U.S. Government Agencies		19.7	%
Bankers Acceptances		14.0	%
Municipal Bonds		12.8	%
Corporate Bonds		11.9	%
Yankee Certificates of Deposit		8.9	%
Cash		8.9	%
Repurchase Agreements		0.9	%
*Total*		*100.0*	%

Portfolio of Investments


Principal Amount			*Value*

	*Commercial Paper — 20.8%*
$	15,000,000	ANZ National International Ltd./London, 0.330%, 1/23/12 (a) (b)	$	14,996,792
	15,000,000	Bank of Nova Scotia, 0.001%, 1/5/12		14,999,992
	5,000,000	Deere & Co., 0.090%, 2/2/12		4,999,600
	5,000,000	Emerson Electric Co., 0.030%, 1/3/12		4,999,986
	5,000,000	Emerson Electric Co., 0.070%, 1/30/12		4,999,718
	5,250,000	Johnson & Johnson, 0.060%, 3/21/12		5,249,300
	5,000,000	Medtronic, Inc., 0.110%, 5/3/12		4,998,121
	5,000,000	PepsiCo, Inc., 0.050%, 2/21/12		4,999,646
	5,000,000	Procter & Gamble, 0.140%, 1/10/12		4,999,800
	15,000,000	Standard Chartered Bank US, 0.550%, 3/28/12		14,979,700
	10,000,000	Toronto Dominion Bank, 0.210%, 1/9/12		9,999,467
	*Total Commercial Paper (Cost $90,222,122)*			*90,222,122*
	*U.S. Government Agencies — 17.8%*
	*Federal Farm Credit Bank — 9.8%*
	15,000,000	0.090%, 5/14/12 (c)		15,000,000
	10,000,000	0.200%, 7/6/12 (c)		10,000,000
	7,500,000	0.110%, 7/27/12 (c)		7,500,000


Principal Amount			*Value*

	*U.S. Government Agencies — (Continued)*
	*Federal Farm Credit Bank — (Continued)*
$	10,000,000	0.200%, 9/28/12 (c)	$	10,002,997
				42,502,997
	*Federal Home Loan Bank — 8.0%*
	5,000,000	0.120%, 2/27/12		4,999,148
	15,000,000	0.090%, 6/6/12 (c)		15,000,000
	15,000,000	0.090%, 7/18/12 (c)		14,999,169
				34,998,317
	Total U.S. Government Agencies (Cost $77,501,314)			*77,501,314*
	*Bankers Acceptances — 12.7%*
	30,000,000	JP Morgan Cayman, 0.010%, 1/3/12		30,000,000
	25,000,000	Morgan Stanley & Co. LLC, 0.080%, 1/3/12		25,000,000
	Total Bankers Acceptances (Cost $55,000,000)			*55,000,000*
	*Municipal Bonds — 11.6%*
	*Kentucky — 2.2%*
	9,600,000	Carroll County, KY, Solid Waste Disposal Revenue, BPB Acquisition Project, (LOC - Bank of America N.A.), AMT, 0.120%, 5/1/31 (c)		9,600,000
	*New York — 1.4%*
	6,000,000	New York State Local Government Assistance Corp. Revenue, Series B, (SPA - JPMorgan Chase Bank), 0.070%, 4/1/21 (c)		6,000,000

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report


*Huntington Money Market Fund*		(Continued)


Principal Amount			*Value*

	*Municipal Bonds — (Continued)*
	*North Carolina — 3.4%*
$	5,000,000	Charlotte, NC, Special Obligation Revenue, Uptown Project, (SPA - Wachovia Bank N.A.), 0.350%, 6/1/21 (c)	$	5,000,000
	4,700,000	North Carolina Capital Facilities Finance Agency Education Facilities Revenue, (LOC - Branch Banking & Trust), 0.120%, 10/1/34 (c)		4,700,000
	5,000,000	Winston-Salem, NC, Water & Sewer Systems Revenue, Series B, (SPA - Branch Banking & Trust), 0.080%, 6/1/30 (c)		5,000,000
				14,700,000
	*Ohio — 3.5%*
	15,000,000	Ohio State Housing Finance Agency Residential Mortgage Revenue, Series I, (SPA - Citibank N.A.), AMT, 0.120%, 9/1/36 (c)		15,000,000
	*Texas — 1.1%*
	5,000,000	Texas State Department of Housing & Community Affairs Multifamily Housing Revenue, (LOC - Citibank N.A.), AMT, 0.130%, 5/1/40 (c)		5,000,000
	Total Municipal Bonds (Cost $50,300,000)			*50,300,000*
	*Corporate Bonds — 10.8%*
	*Consumer Discretionary — 2.3%*
	5,000,000	McDonald’s Corp., Series G, MTN, 5.750%, 3/1/12		5,044,124
	5,000,000	Walt Disney Co./The, Series B, MTN, 6.375%, 3/1/12		5,049,735
				10,093,859
	*Financials — 7.3%*
	2,725,000	Citigroup, Inc., 5.250%, 2/27/12		2,743,677
	2,280,000	Citigroup, Inc., 0.680%, 3/16/12 (c)		2,278,478
	2,898,000	General Electric Capital Corp, Series NOTZ, MTN, 4.000%, 2/15/12		2,910,511
	5,000,000	Goldman Sachs Group, Inc./The, 0.615%, 2/6/12 (c)		5,000,106
	5,000,000	Merrill Lynch & Co., Inc., MTN, 0.757%, 6/5/12 (c)		4,996,462
	5,000,000	Morgan Stanley, Series F, MTN, 0.638%, 1/9/12 (c)		4,999,947
	4,200,000	PNC Funding Corp., 0.568%, 1/31/12 (c)		4,200,244


Principal Amount or Shares			*Value*

	*Corporate Bonds — (Continued)*
	*Financials — (Continued)*
$	4,500,000	Wachovia Corp., Series E, MTN, 0.677%, 3/1/12 (c)	$	4,500,612
				31,630,037
	*Information Technology — 1.2%*
	5,000,000	Hewlett-Packard Co., 4.250%, 2/24/12		5,027,739
	*Total Corporate Bonds (Cost $46,751,635)*			*46,751,635*
	*Yankee Certificates of Deposit — 8.1%*
	15,000,000	Bank of Montreal, 0.303%, 2/16/12 (c)		15,000,000
	15,000,000	Canadian Imperial Bank of Commerce of New York, 0.603%, 7/17/12 (c)		15,013,755
	5,000,000	Toronto Dominion Bank, 0.170%, 5/1/12		5,000,000
	Total Yankee Certificates of Deposit (Cost $35,013,755)			*35,013,755*
	*Cash Equivalents — 8.0%*
	5,000,000	FFI Institutional Fund, 0.170% (c)		5,000,000
	30,000,000	Fidelity Money Market Portfolio, 0.230% (c)		30,000,000
	Total Cash Equivalents (Cost $35,000,000)			*35,000,000*
	*Repurchase Agreements — 0.9%*
	3,797,500	Morgan Stanley, 0.005%, dated 12/30/11, due 01/3/12, repurchase price $3,797,502 (collateralized by Freddie Mac, 0.241%, 11/4/13, market value $3,874,768)		3,797,500
	Total Repurchase Agreements (Cost $3,797,500)			*3,797,500*
	Total Investments (Cost $393,586,326) — 90.7%			*393,586,326*
	*Other Assets in Excess of Liabilities — 9.3%*			*40,337,730*
	*Net Assets — 100.0%*		$	*433,924,056*

(a)

Illiquid security.

(b)

Security exempt from registration under Rule 144A or Section 4(2) of the Securities Act of 1933. The security may be resold in transactions exempt from registration, normally to qualified institutional buyers.

(c)

Variable or Floating Rate Security. Rate disclosed is as of December 31, 2011. Date shown represents final maturity date.

(d)

Rate disclosed is the seven day yield as of December 31, 2011.

AMT — Subject to alternative minimum tax

LOC — Letter of Credit

MTN — Medium Term Note

SPA — Standby Purchase Agreement

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report



*Huntington Ohio Municipal Money Market Fund*		December 31, 2011


*Portfolio of Investments Summary Table*		(unaudited)


*Asset Allocation*	Percentage of Market Value
General Obligations		31.1	%
Medical		30.9	%
Higher Education		17.8	%
Pollution		6.1	%
Cash		4.0	%
General Fund		3.8	%
School Districts		3.2	%
Development		0.8	%
Utilities		0.7	%
Airports		0.5	%
Facilities		0.4	%
Education		0.4	%
Multifamily Housing		0.3	%
*Total*		*100.0*	%

Portfolio of Investments


Principal Amount			*Value*

	*Municipal Bonds — 90.9%*
	*Ohio — 90.9%*
$	4,600,000	Allen County, OH, Hospital Facilities Revenue, Catholic Healthcare, Series C, (LOC - Bank of Nova Scotia), 0.040%, 6/1/34 (a)	$	4,600,000
	630,000	Allen County, OH, Hospital Facilities Revenue, Catholic Healthcare, Series A, (LOC - Bank of America N.A.) 1.500%, 10/1/31 (a)		630,000
	3,515,000	Allen County, OH, Hospital Facilities Revenue, Catholic Healthcare, Series B, (LOC - JPMorgan Chase Bank), 0.060%, 10/1/31 (a)		3,515,000
	900,850	Brecksville-Broadview Heights, OH, City School District, G.O., 2.000%, 5/11/12		904,687
	1,135,000	Butler County, OH, Capital Funding Revenue Bond, Series A, (LOC - U.S. Bank N.A.), 0.100%, 6/1/35 (a)		1,135,000
	245,000	Cleveland, OH, Municipal School District, G.O., (student credit program), 2.000%, 12/1/12		247,269


Principal Amount			*Value*

	*Municipal Bonds — (Continued)*
	*Ohio — (Continued)*
$	70,000	Cleveland, OH, Cuyahoga County Port Authority , Carnegie/96th Research Building Project, (LOC -PNC Bank N.A.), 0.080%, 1/1/33 (a)	$	70,000
	2,720,000	Cleveland, OH, Cuyahoga County Port Authority , (LOC -JPMorgan Chase Bank), 0.070%, 1/1/37 (a)		2,720,000
	3,140,000	Cleveland, OH, Cuyahoga County Port Authority , Carnegie/96th Research Building Project, (LOC - JPMorgan Chase Bank), 0.100%, 1/1/37 (a)		3,140,000
	550,000	Cleveland, OH, Cuyahoga County Port Authority Educational Facilities Revenue, (LOC - JPMorgan Chase Bank), 0.110%, 4/1/38 (a)		550,000
	1,700,000	Columbus, OH,G.O., Series 1, (SPA - JPMorgan Chase Bank), 0.060%, 6/1/16 (a)		1,700,000
	310,000	Columbus, OH, G.O., Series 1, 0.060%, 12/1/17 (a)		310,000
	4,675,000	Columbus, OH, G.O., Series 1, 0.040%, 12/1/26 (a)		4,675,000

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report


*Huntington Ohio Municipal Money Market Fund*		(Continued)


Principal Amount			*Value*

	*Municipal Bonds — (Continued)*
	*Ohio — (Continued)*
$	720,000	Columbus, OH, Regional Airport Authority Revenue, Series A, (LOC - U.S. Bank N.A.), 0.100%, 3/1/34 (a)	$	720,000
	3,610,000	Columbus, OH, Regional Airport Authority Capital Funding Revenue, (LOC - U.S. Bank N.A.), 0.100%, 7/1/35 (a)		3,610,000
	370,000	Columbus, OH, Regional Airport Authority Capital Funding Revenue, (LOC - U.S. Bank N.A.), 0.100%, 12/1/36 (a)		370,000
	4,760,000	Cuyahoga County, OH, Revenue, Cleveland Clinic - Subseries B3, (SPA - Bank of America N.A.), 0.050%, 1/1/39 (a)		4,760,000
	9,005,000	Cuyahoga County, OH, Revenue, Cleveland Clinic - Subseries B1, (SPA - JPMorgan Chase Bank), 0.030%, 1/1/39 (a)		9,005,000
	1,000,000	Deerfield Township, OH, Various Purposes, G.O., 1.250%, 11/1/12		1,004,131
	1,440,000	Euclid, OH, Various Purposes, G.O., 1.500%, 6/14/12		1,443,860
	1,135,000	Franklin County, OH, Industrial Development Revenue, (SPA - JPMorgan Chase Bank) 0.110%, 11/1/14 (a)		1,135,000
	970,000	Franklin County, OH, Economic Development Revenue, (LOC - Bank One N.A.), 0.110%, 4/1/21 (a)		970,000
	150,000	Franklin County, OH, Hospital Revenue, Nationwide Hospital, Series G, (SPA - JPMorgan Chase Bank), 0.070%, 5/1/29 (a)		150,000
	4,000,000	Franklin County, OH, Hospital Revenue, OhioHealth Facilities, Series A, (SPA - Barclays Bank PLC), 0.080%, 11/15/41 (a)		4,000,000
	5,000,000	Franklin County, OH, Hospital Revenue, OhioHealth Facilities, Series B, (SPA - Barclays Bank PLC), 0.080%, 11/15/41 (a)		5,000,000
	405,000	Hamilton County, OH, Parking Facility Improvements Revenue, (LOC - U.S. Bank N.A.), 0.100%, 12/1/26 (a)		405,000
	1,210,000	Hamilton County, OH, Hospital Facilities Revenue, Children’s Hospital Medical Center, (LOC - JPMorgan Chase Bank), 0.100%, 5/15/28 (a)		1,210,000


Principal Amount			*Value*

	*Municipal Bonds — (Continued)*
	*Ohio — (Continued)*
$	2,470,000	Hamilton County, OH, Hospital Facilities Revenue, Children’s Hospital Medical Center, (LOC - U.S. Bank N.A.), 0.100%, 5/15/28 (a)	$	2,470,000
	500,000	Heath, OH, Water Tank Facilities Improvement, G.O., 1.500%, 3/9/12		500,460
	6,600,000	Kent State University, OH, General Receipts Revenue, (Various), Series B, (LOC - Bank of America N.A.), 0.090%, 5/1/32 (a)		6,600,000
	1,000,000	Lake County, OH, Various Purposes, G.O., 1.500%, 6/28/12		1,002,916
	2,849,000	Licking County, OH, County Road Improvement, G.O., 1.000%, 6/13/12		2,854,069
	205,000	Licking Heights, OH, Local School District, G.O., 2.000%, 12/1/12		207,612
	585,000	Lockland, OH, Various Purposes , G.O., 2.150%, 3/14/12		586,095
	1,511,000	Maple Heights, OH, City School District, G.O., 1.250%, 4/12/12		1,512,251
	1,150,000	Marysville, OH, Firestation Construction Notes, G.O., 1.250%, 10/25/12		1,155,577
	150,000	Medina County, OH, Library District, G.O., 2.000%, 12/1/12		152,049
	1,200,000	Montgomery County, OH, Revenue, Various Catholic Health, Series B-1, (SPA - Bank of NY Mellon), 0.100%, 3/1/27 (a)		1,200,000
	1,060,000	Ohio Air Quality Development Authority Refunding Revenue, (LOC - UBS AG), 0.090%, 3/1/23 (a)		1,060,000
	5,100,000	Ohio Air Quality Development Authority Refunding Revenue, (LOC - Bank of Nova Scotia), 0.070%, 2/1/26 (a)		5,100,000
	750,000	Ohio Air Quality Development Authority Refunding Revenue, Series B, (LOC - Wells Fargo Bank N.A.), 0.090%, 12/1/33 (a)		750,000
	400,000	Ohio Housing Finance Agency Multifamily Revenue, (Housing Chambrel at Montrose), Series F, (Fannie Mae Ins.) 0.120%, 11/15/32 (a)		400,000
	4,150,000	Ohio State, Infrastructure Improvements , G.O., Series B, 0.070%, 8/1/17 (a)		4,150,000

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report


*Huntington Ohio Municipal Money Market Fund*		(Continued)


Principal Amount			*Value*

	*Municipal Bonds — (Continued)*
	*Ohio — (Continued)*
$	6,835,000	Ohio State, Infrastructure Improvements , G.O., Series D, 0.070%, 2/1/19 (a)	$	6,835,000
	2,000,000	Ohio State, Infrastructure Improvements , G.O., Series A, 0.070%, 2/1/23 (a)		2,000,000
	2,920,000	Ohio State, G.O., Series B, 0.060%, 3/15/25 (a)		2,920,000
	425,000	Ohio State, School Improvements, G.O., Series A, 0.060%, 3/15/25 (a)		425,000
	2,060,000	Ohio State, G.O., Series C, 0.070%, 6/15/26 (a)		2,060,000
	945,000	Ohio State Higher Educational Facilities Revenue, Xavier University Project, (LOC - U.S. Bank N.A.), 0.100%, 5/1/15 (a)		945,000
	1,335,000	Ohio State Higher Educational Facilities Revenue, Marietta College Project, (LOC - JPMorgan Chase Bank), 0.100%, 12/1/24 (a)		1,335,000
	2,690,000	Ohio State Higher Educational Facilities Revenue, Xavier University Project, Series B, (LOC - U.S. Bank N.A.), 0.100%, 11/1/30 (a)		2,690,000
	345,000	Ohio State Higher Educational Facilities Revenue, Marietta College Project, (LOC - JPMorgan Chase Bank), 0.100%, 12/1/32 (a)		345,000
	650,000	Ohio State Higher Educational Facilities Revenue, Dominican University Project, (LOC - JPMorgan Chase Bank), 0.100%, 12/1/37 (a)		650,000
	5,500,000	Ohio State Higher Educational Facilities Revenue, Case Western Reserve, Series B-2, (LOC - Bank of America N.A.), 0.040%, 12/1/44 (a)		5,500,000
	500,000	Ohio State Higher Educational Facilities Revenue, Case Western Reserve, Series B-1, (LOC - Bank of America N.A.), 0.080%, 12/1/44 (a)		500,000
	4,565,000	Ohio State University, Infrastructure Improvements , G.O., Series B, 0.060%, 8/1/21 (a)		4,565,000
	3,560,000	Ohio State University, General Receipts Revenue, (SPA - Huntington National Bank), 0.020%, 12/1/27 (a)		3,560,000


Principal Amount or Shares			*Value*

	*Municipal Bonds — (Continued)*
	*Ohio — (Continued)*
$	110,000	Ohio State University, Revenue, Series B, 0.060%, 12/1/28 (a)	$	110,000
	2,200,000	Ohio State University, G.O., Series B, 0.060%, 6/1/35 (a)		2,200,000
	1,200,000	Ohio State Water Development Authority Revenue, Series A, (LOC - UBS AG), 0.040%, 5/15/19 (a)		1,200,000
	300,000	Ohio State Water Development Authority Revenue, Series B, (LOC - Wachovia Bank N.A.), 0.050%, 12/1/33 (a)		300,000
	425,000	Olmsted Falls, OH, City School District, G.O., 1.800%, 12/6/12		428,123
	240,000	Paulding County, OH, G.O., 2.750%, 9/6/12		243,241
	1,000,000	Piqua City, OH, Local School District, G.O., 1.125%, 6/14/12		1,002,352
	681,000	Richland County, OH, G.O., Series B, 1.250%, 7/26/12		683,492
	850,000	Rossford, OH, G.O., 1.000%, 4/13/12		850,710
	930,000	Trumbull County, OH, G.O., Series B, 1.750%, 3/16/12		931,700
	1,815,000	Vermilion, OH, Various Purposes, G.O., 1.625%, 10/25/12		1,824,133
	*Total Municipal Bonds (Cost $131,784,727)*			*131,784,727*
	*Cash Equivalents — 3.8%*
	5,524,289	Fidelity Institutional Tax-Exempt Portfolio, Class I, 0.010% (b)		5,524,289
	*Total Cash Equivalents (Cost $5,524,289)*			*5,524,289*
	Total Investments (Cost $137,309,016) — 94.7%			*137,309,016*
	*Other Assets in Excess of Liabilities — 5.3%*			*7,760,662*
	*Net Assets — 100.0%*		$	*145,069,678*

(a)

Variable or Floating Rate Security. Rate disclosed is as of December 31, 2011. Date shown represents final maturity date.

(b)

Rate disclosed is the seven day yield as of December 31, 2011.

G.O.

— General Obligation

LOC

— Letter of Credit

SPA

— Standby Purchase Agreement

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report



*Huntington U.S. Treasury Money Market Fund*		December 31, 2011


*Portfolio of Investments Summary Table*		(unaudited)


*Asset Allocation*	Percentage of Market Value
U.S. Treasury Obligations		76.1%
Repurchase Agreements		23.9%
*Total*		*100.0%*

Portfolio of Investments

Principal
Amount

Value

U.S. Treasury Obligations — 62.5%

U.S. Treasury Bills — 62.5%

9,708,000

0.001%, 1/5/12

9,708,000

12,439,000

0.010%, 1/12/12

12,438,947

19,515,000

0.010%, 1/19/12

19,514,925

7,500,000

0.100%, 1/26/12

7,499,479

30,000,000

0.010%, 2/2/12

29,999,733

10,000,000

0.010%, 2/23/12

9,999,779

30,000,000

0.001%, 3/1/12

30,000,000

0.001%, 3/8/12

30,000,000

0.050%, 3/15/12

29,996,916

10,000,000

0.040%, 4/12/12

9,998,866

15,000,000

0.050%, 5/24/12

14,997,000

5,000,000

0.020%, 6/28/12

4,999,502

209,153,147

Total U.S. Treasury Obligations
(Cost $209,153,147)

209,153,147

Repurchase Agreements — 19.6%

30,000,000

Bank of America,
0.005%, dated 12/28/11, due
1/4/12, repurchase price
$30,000,029 (collateralized
by U.S. Treasury Bonds,
3.125%, 5/15/21,
market value $30,737,372)

30,000,000

Principal
Amount

Value

Repurchase Agreements — (Continued)

30,000,000

Goldman Sachs,
0.010%, dated 12/27/11, due
1/3/12, repurchase price
$30,000,058 (collateralized
by U.S. Treasury Bonds,
4.750%, 2/15/37,
market value $30,891,671)

30,000,000

5,791,100

Morgan Stanley,
0.005%, dated 12/30/11, due
1/3/12, repurchase price
$5,791,103 (collateralized
by U.S. Treasury Bonds,
2.125%,11/30/14,
market value $5,928,379)

5,791,100

Total Repurchase Agreements (Cost $65,791,100)

65,791,100

Total Investments
(Cost $274,944,247) — 82.1%

274,944,247

Other Assets in Excess of Liabilities — 17.9%

59,963,553

Net Assets — 100.0%

334,907,800

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report



*Huntington Disciplined Equity Fund*		December 31, 2011


*Portfolio of Investments Summary Table*		(unaudited)


*Asset Allocation*	Percentage of Market Value
Information Technology		20.0%
Energy		13.0%
Consumer Staples		12.6%
Health Care		10.4%
Financials		10.2%
Industrials		9.3%
Cash¹		7.4%
Consumer Discretionary		7.2%
Telecommunication Services		3.8%
Options Purchased		2.7%
Materials		2.0%
Utilities		0.9%
Exchange-Traded Funds		0.5%
*Total*		*100.0%*

1	Investments in an affiliated money market fund.

Portfolio of Investments


*Shares*			*Value*

	*Common Stocks — 90.2%*
	*Consumer Discretionary — 7.3%*
	4,000	Amazon.com, Inc. (a) *	$	692,400
	24,000	Comcast Corp., Class A (a)		569,040
	25,000	Ford Motor Co.		269,000
	17,000	Home Depot, Inc. (a)		714,680
	8,600	McDonald’s Corp. (a)		862,838
	20,000	News Corp.		363,600
	3,000	NIKE, Inc. (a)		289,110
	6,000	Target Corp. (a)		307,320
	9,000	Time Warner, Inc.		325,260
	20,200	Walt Disney Co./The (a)		757,500
				5,150,748
	*Consumer Staples — 12.7%*
	17,000	Altria Group, Inc.		504,050
	21,000	Coca-Cola Co./The (a)		1,469,370
	5,000	Colgate-Palmolive Co. (a)		461,950
	5,700	Costco Wholesale Corp. (a)		474,924
	17,800	Kraft Foods, Inc., Class A (a)		665,008
	1,700	Kroger Co./The (a)		41,174
	15,000	PepsiCo, Inc.		995,250
	15,000	Philip Morris International, Inc. (a)		1,177,200
	24,000	Procter & Gamble Co. (a)		1,601,040
	20,000	Walgreen Co.		661,200
	16,000	Wal-Mart Stores, Inc. (a)		956,160
				9,007,326


*Shares*			*Value*

	*Common Stocks — (Continued)*
	*Energy — 13.2%*
	4,800	Apache Corp. (a)	$	434,784
	12,800	Baker Hughes, Inc. (a)		622,592
	18,000	Chevron Corp. (a)		1,915,200
	13,700	ConocoPhillips (a)		998,319
	42,000	Exxon Mobil Corp. (a)		3,559,920
	12,000	Halliburton Co. (a)		414,120
	6,000	Occidental Petroleum Corp. (a)		562,200
	12,000	Schlumberger Ltd. (a)		819,720
				9,326,855
	*Financials — 10.2%*
	11,300	American Express Co. (a)		533,021
	42,000	Bank of America Corp. (a)		233,520
	17,000	Bank of New York Mellon Corp./The (a)		338,470
	14,500	Berkshire Hathaway, Inc., Class B (a) *		1,106,350
	6,700	Chubb Corp./The (a)		463,774
	15,000	Citigroup, Inc.		394,650
	35,500	JPMorgan Chase & Co. (a)		1,180,375
	10,000	MetLife, Inc.		311,800
	30,000	Morgan Stanley (a)		453,900
	1,500	Travelers Cos., Inc./The		88,755
	30,500	U.S. Bancorp (a)		825,025
	48,500	Wells Fargo & Co. (a)		1,336,660
				7,266,300

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report


*Huntington Disciplined Equity Fund*		(Continued)


*Shares*			*Value*

	*Common Stocks — (Continued)*
	*Health Care — 10.5%*
	16,200	Abbott Laboratories (a)	$	910,926
	11,700	Amgen, Inc. (a)		751,257
	4,900	Baxter International, Inc. (a)		242,452
	15,200	Bristol-Myers Squibb Co. (a)		535,648
	6,000	Gilead Sciences, Inc. (a) *		245,580
	23,000	Johnson & Johnson (a)		1,508,340
	8,000	Medtronic, Inc.		306,000
	25,000	Merck & Co., Inc. (a)		942,500
	71,000	Pfizer, Inc.		1,536,440
	9,000	UnitedHealth Group, Inc. (a)		456,120
				7,435,263
	*Industrials — 9.3%*
	8,300	3M Co. (a)		678,359
	6,500	Boeing Co./The (a)		476,775
	5,000	Caterpillar, Inc. (a)		453,000
	7,000	Emerson Electric Co. (a)		326,130
	2,500	FedEx Corp.		208,775
	800	Fluor Corp. (a)		40,200
	7,600	General Dynamics Corp. (a)		504,716
	90,000	General Electric Co. (a)		1,611,900
	8,500	Honeywell International, Inc.		461,975
	4,500	Union Pacific Corp. (a)		476,730
	12,000	United Parcel Service, Inc., Class B (a)		878,280
	7,000	United Technologies Corp. (a)		511,630
				6,628,470
	*Information Technology — 20.2%*
	8,500	Apple, Inc. (a) *		3,442,500
	38,500	Cisco Systems, Inc. (a)		696,080
	15,000	Dell, Inc. *		219,450
	21,700	EMC Corp. (a) *		467,418
	2,200	Google, Inc., Class A (a) *		1,420,980
	10,000	Hewlett-Packard Co.		257,600
	50,000	Intel Corp. (a)		1,212,500
	11,000	International Business Machines Corp. (a)		2,022,680
	1,000	MasterCard, Inc., Class A (a)		372,820
	60,000	Microsoft Corp. (a)		1,557,600
	36,500	Oracle Corp. (a)		936,225
	13,000	QUALCOMM, Inc. (a)		711,100
	10,000	Texas Instruments, Inc.		291,100
	7,000	Visa, Inc., Class A (a)		710,710
				14,318,763
	*Materials — 2.0%*
	10,000	Alcoa, Inc.		86,500
	10,000	Dow Chemical Co./The		287,600
	10,500	Du Pont (E.I.) de Nemours & Co. (a)		480,690
	7,500	Freeport-McMoRan Copper & Gold, Inc., Class B (a)		275,925
	1,000	Monsanto Co.		70,070
	2,100	Newmont Mining Corp. (a)		126,021
	1,000	PPG Industries, Inc. (a)		83,490
				1,410,296


Shares or Contracts			*Value*

	*Common Stocks — (Continued)*
	*Telecommunication Services — 3.9%*
	55,000	AT&T, Inc.	$	1,663,200
	27,000	Verizon Communications, Inc. (a)		1,083,240
				2,746,440
	*Utilities — 0.9%*
	5,500	Exelon Corp. (a)		238,535
	1,000	NextEra Energy, Inc. (a)		60,880
	8,000	Southern Co./The		370,320
				669,735
	*Total Common Stocks (Cost $58,117,808)*			*63,960,196*
	*Exchange-Traded Funds — 0.5%*
	4,700	Technology Select Sector SPDR Fund (a)		119,615
	6,400	Utilities Select Sector SPDR Fund (a)		230,272
	*Total Exchange-Traded Funds (Cost $298,485)*			*349,887*
	*Options Purchased — 2.7%*
	50	S&P 100 Index, Put @ $530, Expiring January 2012		9,500
	380	S&P 100 Index, Put @ $540, Expiring January 2012		112,100
	100	S&P 100 Index, Put @ $560, Expiring December 2012		528,000
	300	S&P 100 Index, Put @ $560, Expiring February 2012		423,000
	200	S&P 100 Index, Put @ $560, Expiring June 2012		666,000
	100	S&P 100 Index, Put @ $560, Expiring March 2012		200,500
	*Total Options Purchased (Cost $4,065,890)*			*1,939,100*
	*Cash Equivalents — 7.5%*
	2,324,440	Huntington Money Market Fund, Trust Shares, 0.010% (b) (c)		2,324,440
	2,996,251	Huntington Money Market Fund, Interfund Shares, 0.010% (b) (c)		2,996,251
	*Total Cash Equivalents (Cost $5,320,691)*			*5,320,691*
	Total Investments (Cost $67,802,874) — 100.9%			*71,569,874*
	*Liabilities in Excess of Other Assets — (0.9)%*			*(614,875)*
	*Net Assets — 100.0%*			*$ 70,954,999*

(a)

All or a portion of the security is held as collateral for written options.

(b)

Investment in affiliate.

(c)

Rate disclosed is the seven day yield as of December 31, 2011.

*	Non-income producing security.

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report



*Huntington Dividend Capture Fund*		December 31, 2011


*Portfolio of Investments Summary Table*		(unaudited)


*Asset Allocation*	Percentage of Market Value
Common Stocks		72.1%
Preferred Stocks		22.1%
Exchange Traded Funds		4.6%
Cash¹		1.2%
*Total*		*100.0%*

1	Investments in an affiliated money market fund.

Portfolio of Investments


*Shares*			*Value*

	*Common Stocks — 71.9%*
	*Consumer Discretionary — 6.2%*
	50,000	Bob Evans Farms, Inc.	$	1,677,000
	110,500	Gap, Inc./The		2,049,775
	36,500	Genuine Parts Co.		2,233,800
	62,000	H & R Block, Inc.		1,012,460
	43,000	Hillenbrand, Inc.		959,760
	18,000	Tupperware Brands Corp.		1,007,460
				8,940,255
	*Consumer Staples — 5.3%*
	10,000	Colgate-Palmolive Co. (a)		923,900
	18,500	H.J. Heinz Co.		999,740
	23,250	Kimberly-Clark Corp.		1,710,270
	38,000	Kraft Foods, Inc., Class A		1,419,680
	36,000	Walgreen Co.		1,190,160
	23,500	Wal-Mart Stores, Inc.		1,404,360
				7,648,110
	*Energy — 8.7%*
	57,500	Cenovus Energy, Inc.		1,909,000
	28,250	Chevron Corp.		3,005,800
	45,500	ConocoPhillips		3,315,585
	19,000	Exxon Mobil Corp.		1,610,440
	25,000	Royal Dutch Shell PLC ADR		1,827,250
	16,500	Total SA ADR		843,315
				12,511,390
	*Financials — 16.7%*
	40,500	American Financial Group, Inc.		1,494,045
	51,000	Bank of Montreal		2,795,310
	41,500	Cullen/Frost Bankers, Inc.		2,195,765
	61,500	Federated Investors, Inc., Class B		931,725
	34,000	JPMorgan Chase & Co.		1,130,500
	22,500	M&T Bank Corp.		1,717,650
	110,500	NYSE Euronext		2,884,050
	34,000	Principal Financial Group, Inc.		836,400
	44,000	Royal Bank of Canada		2,242,240
	31,500	Toronto-Dominion Bank/The		2,356,515
	26,500	Travelers Cos., Inc./The		1,568,005


*Shares*			*Value*

	*Common Stocks — (Continued)*
	*Financials — (Continued)*
	63,000	U.S. Bancorp	$	1,704,150
	91,250	Waddell & Reed Financial, Inc., Class A		2,260,262
				24,116,617
	*Health Care — 4.9%*
	26,500	Abbott Laboratories		1,490,095
	26,500	AstraZeneca PLC ADR		1,226,685
	34,000	Baxter International, Inc.		1,682,320
	41,000	Cardinal Health, Inc.		1,665,010
	25,500	Eli Lilly & Co.		1,059,780
				7,123,890
	*Industrials — 6.5%*
	27,000	3M Co.		2,206,710
	52,500	Brady Corp., Class A		1,657,425
	45,000	CSX Corp.		947,700
	28,500	General Dynamics Corp.		1,892,685
	56,500	General Electric Co.		1,011,915
	53,000	Waste Management, Inc.		1,733,630
				9,450,065
	*Information Technology — 7.0%*
	53,000	Cisco Systems, Inc.		958,240
	62,500	Corning, Inc.		811,250
	27,500	Harris Corp.		991,100
	78,500	Intel Corp.		1,903,625
	89,500	Microsoft Corp.		2,323,420
	33,000	Paychex, Inc.		993,630
	88,299	Taiwan Semiconductor Manufacturing Co. Ltd. ADR		1,139,940
	49,000	Total System Services, Inc.		958,440
				10,079,645
	*Materials — 2.1%*
	49,500	Sensient Technologies Corp.		1,876,050
	40,000	Southern Copper Corp.		1,207,200
				3,083,250

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report


*Huntington Dividend Capture Fund*		(Continued)


*Shares*			*Value*

	*Common Stocks — (Continued)*
	*Real Estate Investment Trusts — 8.1%*
	23,000	Acadia Realty Trust	$	463,220
	6,500	Boston Properties, Inc.		647,400
	10,000	EastGroup Properties, Inc.		434,800
	12,000	Entertainment Properties Trust		524,520
	2,500	Essex Property Trust, Inc.		351,275
	20,000	HCP, Inc.		828,600
	27,000	Highwoods Properties, Inc.		801,090
	9,500	Home Properties, Inc.		546,915
	70,000	Kimco Realty Corp.		1,136,800
	41,000	Liberty Property Trust		1,266,080
	14,250	Mid-America Apartment Communities, Inc.		891,338
	10,500	National Health Investors, Inc.		461,790
	57,000	Omega Healthcare Investors, Inc.		1,102,950
	22,000	ProLogis, Inc.		628,980
	5,000	Simon Property Group, Inc.		644,700
	19,000	Ventas, Inc.		1,047,470
				11,777,928
	*Telecommunication Services — 2.8%*
	54,000	AT&T, Inc.		1,632,960
	28,000	Verizon Communications, Inc.		1,123,360
	113,500	Windstream Corp.		1,332,490
				4,088,810
	*Utilities — 3.6%*
	55,000	Duke Energy Corp.		1,210,000
	29,750	Entergy Corp.		2,173,238
	42,000	Exelon Corp.		1,821,540
				5,204,778
	*Total Common Stocks (Cost $100,833,418)*			*104,024,738*
	*Preferred Stocks — 22.1%*
	*Financials — 14.8%*
	45,000	Allianz SE, 8.375%		1,148,909
	25,000	American Financial Group, Inc., 7.000%		655,250
	45,000	Ameriprise Financial, Inc., 7.750%		1,273,950
	6,229	Barclays Bank PLC, 6.625%		114,240
	85,000	BB&T Capital Trust V, 8.950%		2,227,850
	50,000	Credit Suisse Guernsey, 7.900%		1,277,500
	26,000	General Electric Capital Corp., 6.000%		672,620
	85,000	JPMorgan Chase Capital XXVI, 8.000%		2,201,500
	75,000	M&T Capital Trust IV, 8.500%		1,947,750
	45,000	Merrill Lynch & Co. Capital Trust V, Series F, 7.280%		926,550
	60,000	Morgan Stanley Capital Trust, 6.600%		1,305,600
	29,000	PartnerRe Ltd, Series D, 6.500%		726,450
	30,000	PLC Capital Trust IV, 7.250%		753,000
	65,000	PNC Capital Trust E, 7.750%		1,698,450
	50,000	Prudential Financial, Inc., 9.000%		1,360,500
	45,000	RenaissanceRe Holdings Ltd., Series C, 6.080%		1,109,700
	75,000	Wells Fargo Capital XII, 7.875%		1,949,250
				21,349,069


*Shares*			*Value*

	*Preferred Stocks — (Continued)*
	*Real Estate Investment Trusts — 2.5%*
	65,000	Kimco Realty Corp., Series G, 7.750%	$	1,673,750
	72,000	Vornado Realty LP, 7.875%		1,978,560
				3,652,310
	*Telecommunication Services — 0.8%*
	41,000	Qwest Corp, 7.500%		1,082,400
	*Utilities — 4.0%*
	70,000	Dominion Resources, Inc., Class A, 8.375%		2,055,900
	11,840	Interstate Power & Light Co., Series B, 8.375%		337,440
	80,000	NextEra Energy Capital Holdings, Inc., Series F, 8.750%		2,324,000
	40,000	Xcel Energy, Inc., 7.600%		1,086,000
				5,803,340
	*Total Preferred Stocks (Cost $31,231,366)*			*31,887,119*
	*Exchange-Traded Funds — 4.6%*
	66,250	iShares S&P 500 Value Index Fund		3,831,237
	113,000	Technology Select Sector SPDR Fund		2,875,850
	*Total Exchange-Traded Funds (Cost $6,037,132)*			*6,707,087*
	*Cash Equivalents — 1.2%*
	1,668,276	Huntington Money Market Fund, Interfund Shares, 0.010% (b) (c)		1,668,276
	*Total Cash Equivalents (Cost $1,668,276)*			*1,668,276*
	Total Investments (Cost $139,770,192) — 99.8%			*144,287,220*
	*Other Assets in Excess of Liabilities — 0.2%*			*353,282*
	*Net Assets — 100.0%*		$	*144,640,502*

(a)

All or a portion of the security is held as collateral for options.

(b)

Investment in affiliate.

(c)

Rate disclosed is the seven day yield as of December 31, 2011.

ADR — American Depositary Receipt

LP — Limited Partnership

PLC

— Public Liability Co.

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report



*Huntington Global Select Markets Fund*		December 31, 2011


*Portfolio of Investments Summary Table*		(unaudited)


*Asset Allocation*	Percentage of Market Value
Common Stocks		88.9	%
Foreign Bonds		8.7	%
Exchange-Traded Funds		2.3	%
Options Purchased		0.1	%
Cash¹		0.0	%
*Total*		*100.0*	%

1	Investments in an affiliated money market fund.

Portfolio of Investments


*Shares*			*Value*

	*Common Stocks — 88.7%*
	*Brazil — 14.6%*
	*Consumer Discretionary — 5.5%*
	39,500	Companhia Brasileira de Distribuicao Grupo Pao de Acucar ADR	$	1,425,555
	20,384	Lojas Americanas SA		156,421
	40,000	Restoque Comercio e Confeccoes de Roupas SA *		585,994
				2,167,970
	*Energy — 1.9%*
	30,000	Petroleo Brasileiro SA ADR		745,500
	*Financials — 0.8%*
	18,000	Itau Unibanco Holding SA		328,318
	*Health Care — 1.3%*
	36,000	OdontoPrev SA		513,872
	*Information Technology — 0.8%*
	20,000	Redecard SA		313,281
	*Materials — 1.6%*
	30,000	Vale SA ADR		643,500
	*Telecommunication Services — 2.7%*
	38,750	Telefonica Brasil SA ADR		1,059,038
				5,771,479
	*Canada — 2.4%*
	*Materials — 2.4%*
	23,000	Potash Corporation of Saskatchewan, Inc.		949,440
	*Cayman Islands — 2.8%*
	*Consumer Discretionary — 2.8%*
	440,000	Wynn Macau Ltd.		1,104,731


*Shares*			*Value*

	*Common Stocks — (Continued)*
	*Chile — 1.1%*
	*Materials — 1.1%*
	8,000	Sociedad Quimica y Minera de Chile SA ADR	$	430,800
	*China — 10.6%*
	*Consumer Staples — 2.2%*
	155,000	Tsingtao Brewery Co. Ltd.		858,162
	*Energy — 4.9%*
	500,000	China Oilfield Services Ltd.		789,277
	9,000	PetroChina Co. Ltd. ADR		1,118,790
				1,908,067
	*Financials — 2.7%*
	900,000	Agricultural Bank of China Ltd.		387,042
	900,000	Bank of China Ltd.		331,419
	500,000	China Construction Bank Corp.		348,930
				1,067,391
	*Health Care — 0.8%*
	360,000	Shandong Weigao Group Medical Polymer Co. Ltd.		324,003
				4,157,623
	*Germany — 1.1%*
	*Information Technology — 1.1%*
	8,500	SAP AG ADR		450,075
	*Hong Kong — 1.5%*
	*Information Technology — 1.5%*
	390,000	Digital China Holdings Ltd.		604,589
	*India — 8.8%*
	*Consumer Discretionary — 1.6%*
	50,000	Mahindra & Mahindra Ltd.		642,420

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report


*Huntington Global Select Markets Fund*		(Continued)


*Shares*			*Value*

	*Common Stocks — (Continued)*
	*India — (Continued)*
	*Energy — 1.1%*
	150,000	Petronet LNG Ltd.	$	440,403
	*Financials — 3.2%*
	13,000	Axis Bank Ltd.		197,970
	23,000	ICICI Bank Ltd. ADR		607,890
	160,000	Rural Electrification Corp. Ltd.		463,582
				1,269,442
	*Health Care — 1.2%*
	55,000	Lupin Ltd		464,181
	*Materials — 0.6%*
	105,000	Hindalco Industries Ltd.		229,233
	*Utilities — 1.1%*
	60,000	Indraprastha Gas Ltd.		424,743
				3,470,422
	*Indonesia — 16.6%*
	*Consumer Discretionary — 3.0%*
	145,000	Astra International Tbk PT		1,183,673
	*Consumer Staples — 1.7%*
	1,300,000	Indofood Sukses Makmur Tbk PT		659,680
	*Financials — 5.7%*
	1,200,000	Bank Central Asia Tbk PT		1,059,018
	311,163	Bank Mandiri Tbk PT		231,699
	1,300,000	Bank Rakyat Indonesia Persero Tbk PT		968,009
				2,258,726
	*Industrials — 2.6%*
	360,151	United Tractors Tbk PT		1,046,881
	*Materials — 2.5%*
	4,040,000	Holcim Indonesia Tbk PT		969,333
	*Utilities — 1.1%*
	1,200,000	Perusahaan Gas Negara PT		420,298
				6,538,591
	*Poland — 3.5%*
	*Financials — 2.0%*
	3,200	Bank Pekao SA		130,942
	9,000	Bre Bank SA *		641,609
				772,551
	*Utilities — 1.5%*
	100,000	Polska Grupa Energetyczna SA		599,878
				1,372,429
	*Republic of South Korea — 12.8%*
	*Consumer Discretionary — 4.2%*
	63,000	Dong Ah Tire & Rubber Co Ltd.		606,397
	5,800	Hyundai Motor Co.		1,066,471
				1,672,868


Principal Amount *or Shares*			*Value*

	*Common Stocks — (Continued)*
	*Republic of South Korea — (Continued)*
	*Consumer Staples — 2.3%*
	2,150	LG Household & Health Care Ltd.	$	904,804
	*Financials — 1.3%*
	21,420	Korean Reinsurance Co.		277,365
	7,000	Shinhan Financial Group Co. Ltd.		240,202
				517,567
	*Industrials — 1.6%*
	2,750	Hyundai Heavy Industries Co. Ltd.		610,109
	*Materials — 3.4%*
	1,400	Korea Zinc Co. Ltd.		367,403
	12,000	POSCO ADR		985,200
				1,352,603
				5,057,951
	*Taiwan — 10.2%*
	*Consumer Staples — 1.0%*
	70,000	President Chain Store Corp.		380,711
	*Financials — 2.0%*
	745,461	Fubon Financial Holding Co. Ltd.		787,528
	*Materials — 5.9%*
	902,863	Asia Cement Corp.		1,011,845
	275,000	Formosa Plastics Corp.		732,415
	243,000	Taiwan Fertilizer Co. Ltd.		564,688
				2,308,948
	*Telecommunication Services — 1.3%*
	15,708	Chunghwa Telecom Co. Ltd. ADR		522,762
				3,999,949
	*United Kingdom — 1.4%*
	*Materials — 1.4%*
	11,000	Rio Tinto PLC ADR		538,120
	*United States — 1.3%*
	*Materials — 1.3%*
	38,000	Globe Specialty Metals, Inc.		508,820
	*Total Common Stocks (Cost $38,756,625)*			*34,955,019*
	*Foreign Bonds — 8.7%*
	200,000	Australian Government, Series 119, 6.250%, 4/15/15 (a)		224,213
	200,000	Australian Government, Series 120, 6.000%, 2/15/17 (a)		230,334
	750,000	Brazilian Government International Bond, 12.500%, 1/5/16 (b)		474,913
	200,000	Canadian Government Bond, 4.000%, 6/1/17 (c)		223,053
	350,000	European Bank for Reconstruction & Development, Series E, MTN, 9.500%, 11/6/13 (b)		191,932
	600,000	Goldman Sachs Group, Inc./The, 7.750%, 11/23/16 (a)		606,853

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report


*Huntington Global Select Markets Fund*		(Continued)


Principal Amount, Shares or Contracts			*Value*

	*Foreign Bonds — (Continued)*
	4,200,000,000	Indonesian Government, Series FR23, 11.000%, 12/15/12 (d)	$	491,414
	1,700,000,000	Indonesian Government, Series FR55, 7.375%, 9/15/16 (d)		202,857
	4,700,000,000	Indonesian Government, Series FR53, 8.250%, 7/15/21 (d)		596,623
	1,700,000,000	KFW, Series E, 7.500%, 7/17/12 (d)		187,797
	*Total Foreign Bonds (Cost $3,269,026)*			*3,429,989*
	*Exchange-Traded Funds — 2.3%*
	10,000	ProShares Ultra FTSE China 25 *		454,000
	7,000	ProShares Ultra MSCI Emerging Markets *		447,440
	*Total Exchange-Traded Funds (Cost $1,005,403)*			*901,440*
	*Options Purchased — 0.1%*
	10	MasterCard, Inc. Call @ $335, Expiring January 2012		38,750
	*Total Options Purchased (Cost $29,080)*			*38,750*
	*Cash Equivalents — 0.0%*
	15,861	Huntington Money Market Fund, Interfund Shares, 0.010% (e) (f) (g)		15,861
	50	Fidelity Institutional Money Market Portfolio, 0.230% (f)		50
	*Total Cash Equivalents (Cost $15,911)*			*15,911*
	*Total Investments (Cost $43,076,045) — 99.8%*			*39,341,109*
	*Other Assets in Excess of Liabilities — 0.2%*			*70,811*
	*Net Assets — 100.0%*		$	*39,411,920*

(a)

Foreign-denominated security. Principal amount is reported in Australian Dollars.

(b)

Foreign-denominated security. Principal amount is reported in Brazilian Real.

(c)

Foreign-denominated security. Principal amount is reported in Canadian Dollars.

(d)

Foreign-denominated security. Principal amount is reported in Indonesian Rupiah.

(e)

Investment in affiliate.

(f)

Rate disclosed is the seven day yield as of December 31, 2011.

(g)

All or a portion of the security is held as collateral for written put options.

*	Non-income producing security.

ADR — American Depositary Receipt

MTN — Medium Term Note

PLC — Public Liability Co.

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report



*Huntington Growth Fund*		December 31, 2011


*Portfolio of Investments Summary Table*		(unaudited)


*Asset Allocation*	Percentage of Market Value
Information Technology		29.3%
Health Care		13.7%
Consumer Staples		12.9%
Energy		10.5%
Consumer Discretionary		9.7%
Industrials		7.7%
Cash¹		5.6%
Materials		3.2%
Financials		2.4%
Telecommunication Services		2.3%
Real Estate Investment Trusts		2.1%
Utilities		0.6%
*Total*		*100.0%*

1	Investments in an affiliated money market fund.

Portfolio of Investments


*Shares*			*Value*

	*Common Stocks — 91.4%*
	*Consumer Discretionary — 9.4%*
	9,720	Amazon.com, Inc. *	$	1,682,532
	26,450	Coach, Inc.		1,614,508
	13,950	Deckers Outdoor Corp. *		1,054,202
	120,720	Goodyear Tire & Rubber Co./The *		1,710,602
	27,040	Lululemon Athletica, Inc. *		1,261,686
	20	McDonald’s Corp.		2,007
	13,470	Panera Bread Co., Class A *		1,905,332
	12,310	VF Corp.		1,563,247
	21,600	Yum! Brands, Inc.		1,274,616
				12,068,732
	*Consumer Staples — 12.5%*
	180	Altria Group, Inc.		5,337
	36,720	Coca-Cola Co./The		2,569,298
	59,880	Hain Celestial Group, Inc./The *		2,195,201
	48,190	PepsiCo, Inc.		3,197,406
	34,720	Philip Morris International, Inc.		2,724,826
	38,890	Procter & Gamble Co.		2,594,352
	37,880	Whole Foods Market, Inc.		2,635,690
				15,922,110
	*Energy — 10.2%*
	15,720	Carbo Ceramics, Inc.		1,938,748
	12,780	Chevron Corp.		1,359,792
	42,170	Energy Transfer Partners LP		1,933,495
	47,380	Enterprise Products Partners LP		2,197,484


*Shares*			*Value*

	*Common Stocks — (Continued)*
	*Energy — (Continued)*
	16,990	Exxon Mobil Corp.	$	1,440,072
	22,710	Lufkin Industries, Inc.		1,528,610
	38,050	Schlumberger Ltd.		2,599,195
				12,997,396
	*Financials — 2.3%*
	29,230	Aflac, Inc.		1,264,490
	12,500	Franklin Resources, Inc.		1,200,750
	14,490	JPMorgan Chase & Co.		481,793
				2,947,033
	*Health Care — 13.2%*
	39,290	Abbott Laboratories		2,209,277
	30,880	Edwards LifeSciences Corp. *		2,183,216
	59,740	Merck & Co., Inc.		2,252,198
	22,450	Novo-Nordisk A/S ADR		2,587,587
	47,800	Pfizer, Inc.		1,034,392
	46,940	UnitedHealth Group, Inc.		2,378,919
	28,790	Varian Medical Systems, Inc. *		1,932,673
	35,200	WellPoint, Inc.		2,332,000
				16,910,262
	*Industrials — 7.4%*
	22,360	Caterpillar, Inc.		2,025,816
	26,790	Cummins, Inc.		2,358,056
	25,540	Deere & Co.		1,975,519
	26,120	Illinois Tool Works, Inc.		1,220,065

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report


*Huntington Growth Fund*		(Continued)


*Shares*			*Value*

	*Common Stocks — (Continued)*
	*Industrials — (Continued)*
	10,150	W.W. Grainger, Inc.	$	1,899,979
				9,479,435
	*Information Technology — 28.5%*
	19,900	Apple, Inc. *		8,059,500
	70,730	ARM Holdings PLC ADR		1,957,099
	10,930	Baidu, Inc. ADR *		1,273,017
	70,140	Cisco Systems, Inc.		1,268,131
	59,430	EMC Corp. *		1,280,122
	8,340	Google, Inc., Class A *		5,386,806
	24,660	International Business Machines Corp.		4,534,481
	5,460	MasterCard, Inc., Class A		2,035,597
	82,930	Oracle Corp.		2,127,154
	48,810	QUALCOMM, Inc.		2,669,907
	44,110	Rackspace Hosting, Inc. *		1,897,171
	31,070	Red Hat, Inc. *		1,282,880
	25,930	SanDisk Corp. *		1,276,015
	12,660	Visa, Inc., Class A		1,285,370
				36,333,250
	*Materials — 3.1%*
	7,990	Agrium, Inc.		536,209
	26,250	Du Pont (E.I.) de Nemours & Co.		1,201,725
	21,590	International Paper Co.		639,064
	12,370	Potash Corporation of Saskatchewan, Inc.		510,634
	9,840	Praxair, Inc.		1,051,896
				3,939,528
	*Real Estate Investment Trusts — 2.0%*
	24,380	Health Care REIT, Inc.		1,329,441
	19,670	Mid-America Apartment Communities, Inc.		1,230,359
				2,559,800


*Shares*			*Value*

	*Common Stocks — (Continued)*
	*Telecommunication Services — 2.2%*
	18,540	Verizon Communications, Inc.	$	743,825
	180,870	Windstream Corp.		2,123,414
				2,867,239
	*Utilities — 0.6%*
	17,290	AGL Resources, Inc.		730,675
	*Total Common Stocks (Cost $105,632,973)*			*116,755,460*
	*Cash Equivalents — 5.5%*
	7,003,037	Huntington Money Market Fund, Interfund Shares, 0.010% (a) (b)		7,003,037
	*Total Cash Equivalents (Cost $7,003,037)*			*7,003,037*
	*Total Investments (Cost $112,636,010) — 96.9%*			*123,758,497*
	*Other Assets in Excess of Liabilities — 3.1%*			*3,912,505*
	*Net Assets — 100.0%*		$	*127,671,002*

(a)

Investment in affiliate.

(b)

Rate disclosed is the seven day yield as of December 31, 2011.

*	Non-income producing security.

LP — Limited Partnership

PLC — Public Liability Co.

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report



*Huntington Income Equity Fund*		December 31, 2011


*Portfolio of Investments Summary Table*		(unaudited)


*Asset Allocation*	Percentage of Market Value
Energy		13.3%
Information Technology		13.1%
Financials		12.8%
Real Estate Investment Trusts		11.8%
Industrials		9.8%
Consumer Discretionary		9.1%
Consumer Staples		8.1%
Health Care		7.5%
Utilities		5.5%
Telecommunication Services		4.2%
Materials		3.2%
Cash¹		1.6%
*Total*		*100.0%*

1	Investments in an affiliated money market fund.

Portfolio of Investments


*Shares*			*Value*

	*Common Stocks — 98.2%*
	*Consumer Discretionary — 9.1%*
	24,900	Genuine Parts Co.	$	1,523,880
	123,300	H & R Block, Inc.		2,013,489
	96,000	Shaw Communications, Inc., Class B		1,907,520
	36,700	Target Corp.		1,879,774
	26,100	Time Warner Cable, Inc., Class A		1,659,177
	51,000	Time Warner, Inc.		1,843,140
				10,826,980
	*Consumer Staples — 8.0%*
	60,000	Altria Group, Inc.		1,779,000
	26,000	Kimberly-Clark Corp.		1,912,560
	54,400	Kraft Foods, Inc., Class A		2,032,384
	24,200	Philip Morris International, Inc.		1,899,216
	33,100	Wal-Mart Stores, Inc.		1,978,056
				9,601,216
	*Energy — 13.3%*
	42,100	BP PLC ADR		1,799,354
	18,400	Chevron Corp.		1,957,760
	29,600	ConocoPhillips		2,156,952
	38,500	Enterprise Products Partners LP		1,785,630
	23,700	Exxon Mobil Corp.		2,008,812
	26,100	Royal Dutch Shell PLC ADR		1,907,649
	64,600	Spectra Energy Corp.		1,986,450
	69,900	Williams Cos., Inc./The		2,308,098
				15,910,705


*Shares*			*Value*

	*Common Stocks — (Continued)*
	*Financials — 12.8%*
	44,400	Aflac, Inc.	$	1,920,744
	36,000	Bank of Montreal		1,973,160
	173,000	Barclays PLC ADR		1,901,270
	74,600	BB&T Corp.		1,877,682
	26,600	Canadian Imperial Bank of Commerce		1,925,042
	52,100	HSBC Holdings PLC ADR		1,985,010
	62,000	Marsh & McLennan Cos., Inc.		1,960,440
	67,500	NYSE Euronext		1,761,750
				15,305,098
	*Health Care — 7.5%*
	33,700	AstraZeneca PLC ADR		1,559,973
	31,900	Baxter International, Inc.		1,578,412
	49,100	Eli Lilly & Co.		2,040,596
	50,800	Merck & Co., Inc.		1,915,160
	87,000	Pfizer, Inc.		1,882,680
				8,976,821
	*Industrials — 9.8%*
	29,500	General Dynamics Corp.		1,959,095
	114,000	General Electric Co.		2,041,740
	26,300	Lockheed Martin Corp.		2,127,670
	23,600	Norfolk Southern Corp.		1,719,496
	128,600	R.R. Donnelley & Sons Co.		1,855,698
	59,000	Waste Management, Inc.		1,929,890
				11,633,589

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report


*Huntington Income Equity Fund*		(Continued)


*Shares*			*Value*

	*Common Stocks — (Continued)*
	*Information Technology — 13.0%*
	37,300	Accenture PLC, Class A	$	1,985,479
	187,000	Applied Materials, Inc.		2,002,770
	108,400	Cisco Systems, Inc.		1,959,872
	84,700	Intel Corp.		2,053,975
	67,500	Microsoft Corp.		1,752,300
	61,000	Paychex, Inc.		1,836,710
	123,000	Seagate Technology PLC		2,017,200
	67,000	Texas Instruments, Inc.		1,950,370
				15,558,676
	*Materials — 3.2%*
	22,300	Air Products & Chemicals, Inc.		1,899,737
	66,300	International Paper Co.		1,962,480
				3,862,217
	*Real Estate Investment Trusts — 11.8%*
	35,500	Equity Residential		2,024,565
	54,500	HCP, Inc.		2,257,935
	39,700	Health Care REIT, Inc.		2,164,841
	81,100	Hospitality Properties Trust		1,863,678
	118,400	Kimco Realty Corp.		1,922,816
	67,500	Mack-Cali Realty Corp.		1,801,575
	16,000	Simon Property Group, Inc.		2,063,040
				14,098,450
	*Telecommunication Services — 4.2%*
	56,000	AT&T, Inc.		1,693,440
	41,700	Verizon Communications, Inc.		1,673,004
	140,000	Windstream Corp.		1,643,600
				5,010,044


*Shares*			*Value*

	*Common Stocks — (Continued)*
	*Utilities — 5.5%*
	39,800	American Electric Power Co., Inc.	$	1,644,138
	74,000	Duke Energy Corp.		1,628,000
	37,600	Exelon Corp.		1,630,712
	39,400	PG&E Corp.		1,624,068
				6,526,918
	*Total Common Stocks (Cost $108,894,182)*			*117,310,714*
	*Cash Equivalents — 1.6%*
	1,958,941	Huntington Money Market Fund, Interfund Shares, 0.010% (a) (b)		1,958,941
	*Total Cash Equivalents (Cost $1,958,941)*			*1,958,941*
	*Total Investments (Cost $110,853,123) — 99.8%*			*119,269,655*
	*Other Assets in Excess of Liabilities — 0.2%*			*242,717*
	*Net Assets — 100.0%*			*$��119,512,372*

(a)

Investment in affiliate.

(b)

Rate disclosed is the seven day yield as of December 31, 2011.

ADR — American Depositary Receipt

LP — Limited Partnership

PLC — Public Liability Co.

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report



*Huntington International Equity Fund*		December 31, 2011


*Portfolio of Investments Summary Table*		(unaudited)


*Asset Allocation*	Percentage of Market Value
United Kingdom		19.7%
Japan		19.6%
France		9.3%
Switzerland		7.5%
Germany		7.5%
Singapore		5.2%
Sweden		4.8%
Canada		4.1%
Hong Kong		3.3%
Cash¹		3.3%
Exchange-Traded Funds		3.1%
Mexico		3.0%
Australia		1.9%
Italy		1.7%
Netherlands		1.6%
Taiwan		1.5%
United States		1.3%
Isreal		1.2%
Republic of South Korea		0.4%
*Total*		*100.0%*

1	Investments in an affiliated money market fund.

Portfolio of Investments


*Shares*			*Value*

	*Common Stocks — 93.5%*
	*Australia — 1.9%*
	*Materials — 1.9%*
	142,000	BHP Billiton Ltd.	$	4,999,376
	*Canada — 4.1%*
	*Energy — 1.8%*
	141,000	Cenovus Energy, Inc.		4,681,200
	*Telecommunication Services — 2.3%*
	146,000	BCE, Inc. ADR		6,083,820
				10,765,020
	*France — 9.3%*
	*Energy — 2.0%*
	105,541	Total SA		5,394,849
	*Financials — 3.1%*
	371,900	AXA SA ADR		4,782,634


*Shares*			*Value*

	*Common Stocks — (Continued)*
	*France — (continued)*
	*Financials — (Continued)*
	84,011	BNP Paribas	$	3,299,559
				8,082,193
	*Health Care — 2.5%*
	88,000	Sanofi-Aventis		6,462,633
	*Utilities — 1.7%*
	121,000	GDF Suez		3,307,046
	46,172	GDF Suez ADR		1,254,493
				4,561,539
				24,501,214
	*Germany — 7.5%*
	*Consumer Staples — 2.5%*
	113,000	Henkel AG & Co. KGaA		6,520,440

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report


*Huntington International Equity Fund*		(Continued)


*Shares*			*Value*

	*Common Stocks — (Continued)*
	*Germany — (continued)*
	*Industrials — 3.9%*
	222,000	GEA Group AG	$	6,277,192
	41,700	Siemens AG		3,990,033
				10,267,225
	*Materials — 1.1%*
	67,000	K+S AG		3,027,680
				19,815,345
	*Hong Kong — 3.3%*
	*Consumer Discretionary — 1.7%*
	2,410,000	Li & Fung Ltd.		4,462,158
	*Financials — 1.6%*
	133,000	Hong Kong Exchanges and Clearing Ltd.		2,125,164
	454,000	Wharf (Holdings) Ltd./The		2,051,786
				4,176,950
				8,639,108
	*Israel — 1.2%*
	*Health Care — 1.2%*
	81,000	Teva Pharmaceutical Industries Ltd. ADR		3,269,160
	*Italy — 1.6%*
	*Energy — 1.6%*
	102,000	Saipem SpA		4,336,072
	*Japan — 19.6%*
	*Consumer Discretionary — 3.4%*
	174,000	Honda Motor Co. Ltd.		5,307,938
	238,000	Panasonic Corp.		2,022,242
	90,000	Sony Corp. ADR		1,623,600
				8,953,780
	*Consumer Staples — 1.3%*
	66,644	Unicharm Corp.		3,285,877
	*Industrials — 5.3%*
	31,900	FANUC Ltd.		4,882,188
	213,000	KOMATSU Ltd.		4,978,394
	128,000	Makita Corp.		4,142,497
				14,003,079
	*Information Technology — 7.4%*
	134,883	Canon, Inc.		5,975,718
	203,000	Hoya Corp.		4,372,795
	26,100	KEYENCE Corp.		6,293,569
	57,000	Murata Manufacturing Co. Ltd.		2,928,868
				19,570,950
	*Materials — 2.2%*
	408,000	Kuraray Co. Ltd.		5,804,339
				51,618,025


*Shares*			*Value*

	*Common Stocks — (Continued)*
	*Mexico — 3.0%*
	*Consumer Staples — 1.6%*
	61,000	Fomento Economico Mexicano SAB de CV ADR	$	4,252,310
	*Telecommunication Services — 1.4%*
	167,000	America Movil SA de CV, Series L ADR		3,774,200
				8,026,510
	*Netherlands — 1.6%*
	*Energy — 1.6%*
	112,595	Royal Dutch Shell PLC, Class A		4,146,350
	*Republic of South Korea — 0.4%*
	*Materials — 0.4%*
	13,000	POSCO ADR		1,067,300
	*Singapore — 5.2%*
	*Financials — 1.8%*
	542,000	DBS Group Holdings Ltd.		4,813,692
	*Industrials — 2.0%*
	717,877	Keppel Corp Ltd.		5,147,064
	*Telecommunication Services — 1.4%*
	1,575,930	Singapore Telecommunications Ltd.		3,754,239
				13,714,995
	*Sweden — 4.8%*
	*Consumer Discretionary — 1.7%*
	142,000	Hennes & Mauritz AB		4,565,804
	*Consumer Staples — 1.7%*
	295,000	Svenska Cellulosa AB (SCA)		4,371,894
	*Industrials — 1.4%*
	349,000	Volvo AB		3,818,281
				12,755,979
	*Switzerland — 7.5%*
	*Consumer Staples — 1.9%*
	86,000	Nestle SA		4,944,107
	*Financials — 1.6%*
	60,300	ACE Ltd.		4,228,236
	*Health Care — 2.0%*
	93,400	Novartis AG		5,339,700
	*Materials — 2.0%*
	91,100	Syngenta AG ADR		5,369,434
				19,881,477
	*Taiwan — 1.5%*
	*Information Technology — 1.5%*
	309,854	Taiwan Semiconductor Manufacturing Co. Ltd. ADR		4,000,215

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report


*Huntington International Equity Fund*		(Continued)


*Shares*			*Value*

	*Common Stocks — (Continued)*
	*United Kingdom — 19.7%*
	*Consumer Discretionary — 1.8%*
	249,000	Pearson PLC	$	4,679,506
	*Consumer Staples — 3.7%*
	848,284	Tesco PLC		5,315,527
	134,000	Unilever PLC		4,501,701
				9,817,228
	*Energy — 2.1%*
	259,000	BG Group PLC		5,537,214
	*Financials — 4.0%*
	1,450,000	Barclays PLC		3,964,782
	304,337	Standard Chartered PLC		6,660,105
				10,624,887
	*Health Care — 1.8%*
	103,850	GlaxoSmithKline PLC ADR		4,738,675
	*Industrials — 2.4%*
	544,000	Rolls-Royce Holdings PLC *		6,307,308
	*Telecommunication Services — 2.1%*
	2,006,000	Vodafone Group PLC		5,573,867
	*Utilities — 1.8%*
	231,100	SSE PLC		4,633,845
				51,912,530


*Shares*			*Value*

	*Common Stocks — (Continued)*
	*United States — 1.3%*
	*Energy — 1.3%*
	51,352	Schlumberger Ltd.	$	3,507,855
	*Total Common Stocks (Cost $236,212,612)*			*246,956,531*
	*Exchange-Traded Funds — 3.1%*
	212,000	iShares MSCI Malaysia Index Fund		2,840,800
	66,900	iShares MSCI South Korea Index Fund		3,496,194
	157,691	iShares MSCI Taiwan Index Fund		1,846,562
	*Total Exchange-Traded Funds (Cost $6,863,659)*			*8,183,556*
	*Cash Equivalents — 3.3%*
	8,602,735	Huntington Money Market Fund, Interfund Shares, 0.010% (a) (b)		8,602,735
	*Total Cash Equivalents (Cost $8,602,735)*			*8,602,735*
	*Total Investments (Cost $251,679,006) — 99.9%*			*263,742,822*
	*Other Assets in Excess of Liabilities — 0.1%*			*281,030*
	*Net Assets — 100.0%*		$	*264,023,852*

(a)

Investment in affiliate.

(b)

Rate disclosed is the seven day yield as of December 31, 2011.

*	Non-income producing security.

ADR — American Depositary Receipt

PLC — Public Liability Co.

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report



*Huntington Macro 100 Fund*		December 31, 2011


*Portfolio of Investments Summary Table*		(unaudited)


*Asset Allocation*	Percentage of Market Value
Information Technology		19.6%
Energy		12.5%
Financials		11.4%
Consumer Staples		11.2%
Health Care		11.1%
Industrials		9.1%
Consumer Discretionary		8.4%
Cash¹		7.7%
Utilities		3.3%
Materials		3.0%
Telecommunication Services		2.7%
*Total*		*100.0%*

1	Investments in an affiliated money market fund.

Portfolio of Investments


*Shares*			*Value*

	*Common Stocks — 92.2%*
	*Consumer Discretionary — 8.4%*
	11,200	Comcast Corp., Class A	$	265,552
	39,800	D.R. Horton, Inc.		501,878
	30,200	International Game Technology		519,440
	15,700	Marriott International, Inc., Class A		457,969
	3,075	McDonald’s Corp.		308,515
	35,700	News Corp., Class A		636,888
	9,100	Target Corp.		466,102
	3,100	TJX Cos., Inc./The		200,105
	1,600	VF Corp.		203,184
	10,500	Viacom, Inc., Class B		476,805
	13,600	Walt Disney Co./The		510,000
				4,546,438
	*Consumer Staples — 11.2%*
	7,500	Clorox Co./The		499,200
	4,100	Colgate-Palmolive Co.		378,799
	24,000	ConAgra Foods, Inc.		633,600
	10,000	Hershey Co./The		617,800
	16,900	Kraft Foods, Inc., Class A		631,384
	9,800	PepsiCo, Inc.		650,230
	9,500	Procter & Gamble Co.		633,745
	83,800	SUPERVALU, Inc.		680,456
	18,100	Walgreen Co.		598,386
	12,100	Wal-Mart Stores, Inc.		723,096
				6,046,696


*Shares*			*Value*

	*Common Stocks — (Continued)*
	*Energy — 12.5%*
	3,300	Apache Corp.	$	298,914
	30,400	Chesapeake Energy Corp.		677,616
	6,600	Chevron Corp.		702,240
	6,800	ConocoPhillips		495,516
	16,000	Exxon Mobil Corp.		1,356,160
	9,200	FMC Technologies, Inc. *		480,516
	6,100	Helmerich & Payne, Inc.		355,996
	13,400	Marathon Oil Corp.		392,218
	19,000	Marathon Petroleum Corp.		632,510
	14,300	Peabody Energy Corp.		473,473
	8,000	Schlumberger Ltd.		546,480
	15,000	Valero Energy Corp.		315,750
				6,727,389
	*Financials — 11.4%*
	5,707	Aflac, Inc.		246,885
	22,500	Allstate Corp./The		616,725
	12,100	American Express Co.		570,757
	25,500	BB&T Corp.		641,835
	8,000	Berkshire Hathaway, Inc., Class B *		610,400
	15,300	Discover Financial Services		367,200
	12,100	PNC Financial Services Group, Inc.		697,807
	9,000	Prudential Financial, Inc.		451,080
	11,500	State Street Corp.		463,565
	9,000	Torchmark Corp.		390,510
	27,700	U.S. Bancorp		749,285
	12,100	Wells Fargo & Co.		333,476
				6,139,525

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report


*Huntington Macro 100 Fund*		(Continued)


*Shares*			*Value*

	*Common Stocks — (Continued)*
	*Health Care — 11.1%*
	9,000	Amgen, Inc.	$	577,890
	10,400	Baxter International, Inc.		514,592
	10,000	Becton, Dickinson & Co.		747,200
	12,100	Eli Lilly & Co.		502,876
	9,200	Johnson & Johnson		603,336
	8,600	McKesson Corp.		670,026
	10,000	Medtronic, Inc.		382,500
	25,000	Mylan, Inc. *		536,500
	17,100	Patterson Cos., Inc.		504,792
	31,550	Pfizer, Inc.		682,742
	57,100	Tenet Healthcare Corp. *		292,923
				6,015,377
	*Industrials — 9.1%*
	3,000	Caterpillar, Inc.		271,800
	6,400	Deere & Co.		495,040
	9,700	General Dynamics Corp.		644,177
	14,100	General Electric Co.		252,531
	11,800	Honeywell International, Inc.		641,330
	4,800	Illinois Tool Works, Inc.		224,208
	3,800	Pall Corp.		217,170
	3,000	Parker Hannifin Corp.		228,750
	17,400	Quanta Services, Inc. *		374,796
	6,300	Stericycle, Inc. *		490,896
	3,700	Union Pacific Corp.		391,978
	5,500	United Parcel Service, Inc., Class B		402,545
	1,400	W.W. Grainger, Inc.		262,066
				4,897,287
	*Information Technology — 19.5%*
	3,250	Apple, Inc. *		1,316,250
	13,000	Autodesk, Inc. *		394,290
	33,100	Cisco Systems, Inc.		598,448
	9,000	Cognizant Technology Solutions Corp., Class A *		578,790
	39,200	Dell, Inc. *		573,496
	15,300	eBay, Inc. *		464,049
	26,200	EMC Corp. *		564,348
	6,175	Fiserv, Inc. *		362,719
	2,000	Google, Inc., Class A *		1,291,800
	24,700	Intel Corp.		598,975
	6,200	International Business Machines Corp.		1,140,056
	12,600	Jabil Circuit, Inc.		247,716
	11,200	Lexmark International, Inc., Class A		370,384
	18,400	Microsoft Corp.		477,664
	10,200	NetApp, Inc. *		369,954
	12,000	Oracle Corp.		307,800
	11,100	VeriSign, Inc. *		396,492
	27,600	Western Union Co./The		503,976
				10,557,207


*Shares*			*Value*

	*Common Stocks — (Continued)*
	*Materials — 3.0%*
	14,300	Ball Corp.	$	510,653
	18,400	Dow Chemical Co./The		529,184
	15,900	Freeport-McMoRan Copper & Gold, Inc., Class B		584,961
				1,624,798
	*Telecommunication Services — 2.7%*
	17,332	AT&T, Inc.		524,120
	7,000	CenturyLink, Inc.		260,400
	354	Comverse Technology, Inc. *		2,428
	10,200	Verizon Communications, Inc.		409,224
	20,400	Windstream Corp.		239,496
				1,435,668
	*Utilities — 3.3%*
	3,800	Consolidated Edison, Inc.		235,714
	4,300	Dominion Resources, Inc., Class A		228,244
	6,800	Entergy Corp.		496,740
	8,000	Exelon Corp.		346,960
	3,600	Progress Energy, Inc.		201,672
	5,000	Sempra Energy		275,000
				1,784,330
	*Total Common Stocks (Cost $44,560,150)*			*49,774,715*
	*Cash Equivalents — 7.7%*
	4,175,400	Huntington Money Market Fund, Interfund Shares, 0.010% (a) (b)		4,175,400
	*Total Cash Equivalents (Cost $4,175,400)*			*4,175,400*
	*Total Investments (Cost $48,735,550) — 99.9%*			*53,950,115*
	*Other Assets in Excess of Liabilities — 0.1%*			*27,132*
	*Net Assets — 100.0%*		$	*53,977,247*

(a)

Investment in affiliate.

(b)

Rate disclosed is the seven day yield as of December 31, 2011.

*	Non-income producing security.

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report



*Huntington Mid Corp America Fund*		December 31, 2011


*Portfolio of Investments Summary Table*		(unaudited)


*Asset Allocation*	Percentage of Market Value
Information Technology		17.1%
Industrials		15.3%
Financials		10.9%
Consumer Discretionary		10.9%
Health Care		10.6%
Energy		8.5%
Real Estate Investment Trusts		7.5%
Materials		6.1%
Consumer Staples		6.0%
Utilities		3.7%
Cash¹		2.8%
Telecommunication Services		0.6%
*Total*		*100.0%*

1	Investments in an affiliated money market fund.

Portfolio of Investments


*Shares*			*Value*

	*Common Stocks — 97.3%*
	*Consumer Discretionary — 10.9%*
	7,120	Advance Auto Parts, Inc.	$	495,766
	8,300	American Public Education, Inc. *		359,224
	25,340	Bob Evans Farms, Inc.		849,904
	22,400	BorgWarner, Inc. *		1,427,776
	15,980	Coinstar, Inc. *		729,327
	20,670	Guess?, Inc.		616,379
	40,260	Iconix Brand Group, Inc. *		655,835
	25,870	Kohl’s Corp.		1,276,684
	19,500	Mohawk Industries, Inc. *		1,167,075
	43,640	Nordstrom, Inc.		2,169,344
	24,650	PetSmart, Inc.		1,264,298
	6,710	Ralph Lauren Corp.		926,517
	15,540	Ross Stores, Inc.		738,616
	18,000	Vitamin Shoppe, Inc. *		717,840
	19,410	Wolverine World Wide, Inc.		691,772
				14,086,357
	*Consumer Staples — 6.0%*
	64,000	Church & Dwight Co., Inc.		2,928,640
	25,950	Constellation Brands, Inc., Class A *		536,387
	31,670	Corn Products International, Inc.		1,665,525


*Shares*			*Value*

	*Common Stocks — (Continued)*
	*Consumer Staples — (Continued)*
	28,900	Dr. Pepper Snapple Group, Inc.	$	1,140,972
	35,490	Ruddick Corp.		1,513,294
				7,784,818
	*Energy — 8.6%*
	53,070	Chesapeake Energy Corp.		1,182,930
	45,780	CVR Energy, Inc. *		857,459
	20,320	Helmerich & Payne, Inc.		1,185,875
	92,897	Lone Pine Resources, Inc. *		651,208
	16,710	Murphy Oil Corp.		931,415
	31,200	Noble Energy, Inc.		2,944,968
	16,600	Oceaneering International, Inc.		765,758
	43,500	Seadrill Ltd.		1,443,330
	11,250	Unit Corp. *		522,000
	36,600	Weatherford International Ltd. *		535,824
				11,020,767
	*Financials — 10.9%*
	28,100	Cincinnati Financial Corp.		855,926
	26,900	City National Corp.		1,188,442
	27,390	Community Bank System, Inc.		761,442
	14,390	Cullen/Frost Bankers, Inc.		761,375
	43,030	Discover Financial Services		1,032,720
	4,310	Everest Re Group Ltd.		362,428
	83,580	First American Financial Corp.		1,058,959
	59,900	First Niagara Financial Group, Inc.		516,937

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report


*Huntington Mid Corp America Fund*		(Continued)


*Shares*			*Value*

	*Common Stocks — (Continued)*
	*Financials — (Continued)*
	21,800	Invesco Ltd.	$	437,962
	9,800	Jones Lang LaSalle, Inc.		600,348
	45,400	Principal Financial Group, Inc.		1,116,840
	21,800	Prosperity Bancshares, Inc.		879,630
	11,120	T. Rowe Price Group, Inc.		633,284
	45,885	Torchmark Corp.		1,990,950
	65,273	Unum Group		1,375,302
	9,700	Ventas, Inc.		534,761
				14,107,306
	*Health Care — 10.6%*
	37,470	AmerisourceBergen Corp.		1,393,509
	12,430	Biogen Idec, Inc. *		1,367,921
	48,953	Coventry Health Care, Inc. *		1,486,703
	49,600	Life Technologies Corp. *		1,929,936
	44,700	Lincare Holdings, Inc.		1,149,237
	16,000	Quest Diagnostics, Inc.		928,960
	32,490	St. Jude Medical, Inc.		1,114,407
	23,520	STERIS Corp.		701,366
	28,496	Thermo Fisher Scientific, Inc. *		1,281,465
	38,830	Watson Pharmaceutical, Inc. *		2,343,002
				13,696,506
	*Industrials — 15.3%*
	35,300	AECOM Technology Corp. *		726,121
	10,200	Alliant Techsystems, Inc.		583,032
	30,200	CNH Global NV *		1,086,898
	47,200	Cooper Industries PLC		2,555,880
	14,400	Cummins, Inc.		1,267,488
	16,000	Elbit Systems Ltd.		650,400
	22,900	EMCOR Group, Inc.		613,949
	3,320	Flowserve Corp.		329,742
	28,300	Jacobs Engineering Group, Inc. *		1,148,414
	53,400	John Bean Technologies Corp.		820,758
	54,000	Kennametal, Inc.		1,972,080
	19,890	L-3 Communications Holdings, Inc.		1,326,265
	23,400	Parker Hannifin Corp.		1,784,250
	9,270	Rockwell International Corp.		680,140
	34,280	Rollins, Inc.		761,702
	21,000	Ryder System, Inc.		1,115,940
	30,500	Thomas & Betts Corp. *		1,665,300
	10,000	UniFirst Corp.		567,400
				19,655,759
	*Information Technology — 17.1%*
	11,000	Amdocs Ltd. *		313,830
	62,300	Autodesk, Inc. *		1,889,559
	19,170	BMC Software, Inc. *		628,393
	24,200	Broadcom Corp., Class A *		710,512
	40,580	Citrix Systems, Inc. *		2,464,018
	53,400	CTS Corp.		491,280
	32,866	Fidelity National Information Services, Inc.		873,907
	14,100	Fiserv, Inc. *		828,234
	41,510	FLIR Systems, Inc.		1,040,656


*Shares*			*Value*

	*Common Stocks — (Continued)*
	*Information Technology — (Continued)*
	40,000	Forrester Research, Inc. *	$	1,357,600
	33,000	Harris Corp.		1,189,320
	5,810	InterDigital, Inc.		253,142
	27,560	j2 Global, Inc.		775,538
	29,000	JDA Software Group, Inc. *		939,310
	25,700	Molex, Inc.		613,202
	30,800	NCR Corp. *		506,968
	49,600	NVIDIA Corp. *		687,456
	112,100	ON Semiconductor Corp. *		865,412
	25,800	Progress Software Corp. *		499,230
	17,360	SanDisk Corp. *		854,286
	31,600	Synopsys, Inc. *		859,520
	20,600	Syntel, Inc.		963,462
	50,280	Teradata Corp. *		2,439,083
				22,043,918
	*Materials — 6.1%*
	16,800	Albemarle Corp.		865,368
	7,152	Allegheny Technologies, Inc.		341,866
	18,100	AptarGroup, Inc.		944,277
	12,000	Ball Corp.		428,520
	18,170	Cia de Minas Buenaventura SA		696,638
	27,000	FMC Corp.		2,323,080
	12,280	PPG Industries, Inc.		1,025,257
	6,000	Schnitzer Steel Industries, Inc.		253,680
	9,500	Silver Wheaton Corp.		275,120
	20,000	Sonoco Products Co.		659,200
				7,813,006
	*Real Estate Investment Trusts — 7.5%*
	14,450	Alexandria Real Estate Equities, Inc.		996,617
	26,810	Entertainment Properties Trust		1,171,865
	9,300	Federal Realty Investment Trust		843,975
	22,470	Highwoods Properties, Inc.		666,685
	12,200	Home Properties, Inc.		702,354
	12,210	Liberty Property Trust		377,045
	21,510	Mack-Cali Realty Corp.		574,102
	74,400	Medical Properties Trust, Inc.		734,328
	13,360	Mid-America Apartment Communities, Inc.		835,668
	16,690	PS Business Parks, Inc.		925,127
	22,800	Rayonier, Inc.		1,017,564
	18,260	Sovran Self Storage, Inc.		779,154
				9,624,484
	*Telecommunication Services — 0.6%*
	28,150	MetroPCS Communications, Inc. *		244,342
	9,000	TELUS Corp.		481,950
				726,292
	*Utilities — 3.7%*
	18,620	CMS Energy Corp.		411,130
	6,980	DTE Energy Co.		380,061
	13,950	National Fuel Gas Co.		775,341
	14,250	New Jersey Resources Corp.		701,100

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report


*Huntington Mid Corp America Fund*		(Continued)


*Shares*			*Value*

	*Common Stocks — (Continued)*
	*Utilities — (continued)*
	33,700	Portland General Electric Co.	$	852,273
	63,000	Questar Corp.		1,251,180
	12,640	Xcel Energy, Inc.		349,370
				4,720,455
	*Total Common Stocks (Cost $81,681,871)*			*125,279,668*


*Shares*			*Value*

	*Cash Equivalents — 2.8%*
	3,584,660	Huntington Money Market Fund, Interfund Shares, 0.010% (a) (b)	$	3,584,660
	*Total Cash Equivalents (Cost $3,584,660)*			*3,584,660*
	*Total Investments (Cost $85,266,531) — 100.1%*			*128,864,328*
	*Liabilities in Excess of Other Assets — (0.1)%*			*(130,946)*
	*Net Assets — 100.0%*		$	*128,733,382*

(a)

Investment in affiliate.

(b)

Rate disclosed is the seven day yield as of December 31, 2011.

*	Non-income producing security.

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report



*Huntington New Economy Fund*		December 31, 2011


*Portfolio of Investments Summary Table*		(unaudited)


*Asset Allocation*	Percentage of Market Value
Health Care		22.7%
Information Technology		16.6%
Cash¹		14.9%
Energy		10.9%
Consumer Discretionary		8.5%
Financials		6.8%
Industrials		6.4%
Materials		6.0%
Utilities		4.2%
Consumer Staples		3.0%
*Total*		*100.0%*

1	Investments in an affiliated money market fund.

Portfolio of Investments


*Shares*			*Value*

	*Common Stocks — 85.4%*
	*Consumer Discretionary — 8.6%*
	16,000	Dick’s Sporting Goods, Inc.	$	590,080
	6,000	Fossil, Inc. *		476,160
	6,800	Tractor Supply Co.		477,020
				1,543,260
	*Consumer Staples — 3.0%*
	5,800	Hansen Natural Corp. *		534,412
	*Energy — 10.9%*
	8,500	Baker Hughes, Inc.		413,440
	4,600	Carbo Ceramics, Inc.		567,318
	11,200	Complete Production Services, Inc.*		375,872
	25,978	HollyFrontier Corp.		607,885
				1,964,515
	*Financials — 6.8%*
	31,600	Montpelier Re Holdings Ltd.		560,900
	12,000	Ventas, Inc.		661,560
				1,222,460
	*Health Care — 22.8%*
	13,100	athenahealth, Inc. *		643,472
	9,900	Catalyst Health Solutions, Inc. *		514,800
	14,900	Cepheid, Inc. *		512,709
	12,200	Cerner Corp. *		747,250
	8,400	Computer Programs & Systems, Inc.		429,324
	29,900	Mylan, Inc. *		641,654
	14,000	Onyx Pharmaceuticals, Inc. *		615,300
				4,104,509


*Shares*			*Value*

	*Common Stocks — (Continued)*
	*Industrials — 6.4%*
	24,800	Corrections Corp. of America *	$	505,176
	29,700	Titan Machinery, Inc. *		645,381
				1,150,557
	*Information Technology — 16.6%*
	15,600	Cognex Corp.		558,324
	5,100	F5 Networks, Inc. *		541,212
	17,900	NetApp, Inc. *		649,233
	27,300	Riverbed Technology, Inc. *		641,550
	5,900	Salesforce.com, Inc. *		598,614
				2,988,933
	*Materials — 6.1%*
	40,500	American Vanguard Corp.		540,270
	3,800	CF Industries Holdings, Inc.		550,924
				1,091,194
	*Utilities — 4.2%*
	10,300	Alliant Energy Corp.		454,333
	5,500	National Fuel Gas Co.		305,690
				760,023
	*Total Common Stocks (Cost $16,263,239)*			*15,359,863*

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report


*Huntington New Economy Fund*		(Continued)


*Shares*			*Value*

	*Cash Equivalents — 15.0%*
	2,689,846	Huntington Money Market Fund, Interfund Shares, 0.010% (a) (b)	$	2,689,846
	*Total Cash Equivalents (Cost $2,689,846)*			*2,689,846*
	*Total Investments (Cost $18,953,085) — 100.4%*			*18,049,709*
	*Liabilities in Excess of Other Assets — (0.4)%*			*(72,273)*
	*Net Assets — 100.0%*		$	*17,977,436*

(a)

Investment in affiliate.

(b)

Rate disclosed is the seven day yield as of December 31, 2011.

*	Non-income producing security.

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report



*Huntington Real Strategies Fund*		December 31, 2011


*Portfolio of Investments Summary Table*		(unaudited)


*Asset Allocation*	Percentage of Market Value
Energy		29.8%
Materials		25.9%
Industrials		15.2%
Real Estate Investment Trusts		7.8%
Consumer Staples		6.4%
Exchange-Traded Funds		5.6%
Real Estate Investments		4.5%
Closed-End Funds		3.0%
Cash¹		1.7%
Options Purchased		0.1%
*Total*		*100.0%*

1	Investments in an affiliated money market fund.

Portfolio of Investments


*Shares*			*Value*

	*Common Stocks — 85.9%*
	*Consumer Staples — 6.5%*
	32,980	Bunge Ltd.	$	1,886,456
	187,650	Dean Foods Co. *		2,101,680
	87,890	Smithfield Foods, Inc. *		2,133,969
				6,122,105
	*Energy — 30.1%*
	61,900	Cameco Corp.		1,117,295
	60,500	Canadian Natural Resources Ltd.		2,260,885
	87,000	Canadian Oil Sands Ltd.		1,983,513
	60,600	Chesapeake Energy Corp.		1,350,774
	87,500	El Paso Corp.		2,324,875
	45,100	Enterprise Products Partners LP		2,091,738
	52,800	Hugoton Royalty Trust		995,808
	51,800	Linn Energy LLC		1,963,738
	29,100	National Oilwell Varco, Inc.		1,978,509
	61,000	Natural Resource Partners LP		1,653,710
	47,300	Petroleo Brasileiro SA ADR		1,175,405
	41,100	Sasol Ltd. ADR		1,948,140
	13,900	Schlumberger Ltd.		949,509
	64,900	Spectra Energy Corp.		1,995,675
	40,646	StatoilHydro ASA ADR		1,040,944
	558,200	Uranium Energy Corp. *		1,708,092
	89,000	Valero Energy Corp.		1,873,450
				28,412,060
	*Industrials — 15.3%*
	45,100	AGCO Corp. *		1,937,947
	58,000	Chicago Bridge & Iron Co. NV		2,192,400
	47,600	Deere & Co.		3,681,860


*Shares*			*Value*

	*Common Stocks —(Continued)*
	*Industrials — (Continued)*
	2,500	Fluor Corp.	$	125,625
	73,080	Harsco Corp.		1,503,986
	28,200	Lindsay Corp.		1,547,898
	36,200	Robbins & Myers, Inc.		1,757,510
	19,400	Valmont Industries, Inc.		1,761,326
				14,508,552
	*Materials — 26.1%*
	20,970	Agrium, Inc.		1,407,297
	27,900	Allegheny Technologies, Inc.		1,333,620
	21,400	AngloGold Ashanti Ltd. ADR		908,430
	46,700	Barrick Gold Corp.		2,113,175
	14,800	BHP Billiton Ltd. ADR		1,045,324
	64,910	Cia de Minas Buenaventura SA		2,488,649
	98,000	Olin Corp.		1,925,700
	79,470	Pan American Silver Corp.		1,733,241
	33,360	Potash Corporation of Saskatchewan, Inc.		1,377,101
	13,800	Praxair, Inc.		1,475,220
	33,450	Rio Tinto PLC ADR		1,636,374
	33,400	Sociedad Quimica y Minera de Chile SA ADR		1,798,590
	96,390	Southern Copper Corp.		2,909,050
	57,200	Vale SA ADR		1,226,940
	32,000	Yara International ASA ADR		1,275,200
				24,653,911

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report


*Huntington Real Strategies Fund*		(Continued)


Shares or Contracts			*Value*

	*Common Stocks — (Continued)*
	*Real Estate Investment Trusts — 7.8%*
	13,381	AvalonBay Communities, Inc.	$	1,747,559
	126,800	Duke Realty Corp.		1,527,940
	59,820	Rayonier, Inc.		2,669,767
	18,806	Vornado Realty Trust		1,445,429
				7,390,695
	*Total Common Stocks (Cost $81,043,336)*			*81,087,323*
	*Exchange-Traded Funds — 5.6%*
	84,200	Market Vectors Junior Gold Miners Fund		2,079,740
	12,100	Market Vectors Oil Services ETF		1,389,685
	63,500	PowerShares DB Agriculture Fund *		1,833,880
	*Total Exchange-Traded Funds (Cost $7,268,923)*			*5,303,305*
	*Real Estate Investments (a)(b)(c) — 4.5%*
		Discount Retail Portfolio II DST *		958,307
		Grocery & Pharmacy DST		933,895
		New York Power DST		949,088
		Scotts Gahanna LLC *		1,428,252
	*Total Real Estate Investments (Cost $4,194,000)*			*4,269,542*
	*Closed-End Fund — 3.1%*
	145,891	Central Fund of Canada Ltd., Class A		2,859,464
	*Total Closed-End Fund (Cost $2,159,636)*			*2,859,464*
	*Options Purchased — 0.1%*
	450	iPath S&P 500 VIX Mid Term Futures ETN, Call @ $65, Expiring January 2012		47,250
	450	iPath S&P 500 VIX Mid Term Futures ETN, Put @ $55, Expiring January 2012		21,375
	175	Market Vectors Gold Miners ETF, Call @ $55, Expiring January 2012		8,400
	*Total Options Purchased (Cost $744,859)*			*77,025*


*Shares*			*Value*

	*Cash Equivalents — 1.7%*
	1,616,330	Huntington Money Market Fund, Interfund Shares, 0.010% (d) (e) (f)	$	1,616,330
	*Total Cash Equivalents (Cost $1,616,330)*			*1,616,330*
	*Total Investments (Cost $97,027,084) — 100.8%*			*95,212,989*
	*Liabilities in Excess of Other Assets — (0.8)%*			*(733,507)*
	*Net Assets — 100.0%*		$	*94,479,482*

(a)

Illiquid security.

(b)

Security is currently being valued according to the fair value procedures approved by the Pricing Committee.

(c)

Investments do not offer shares. Fair value represents direct ownership of Real Estate Investment.

(d)

Investment in affiliate.

(e)

Rate disclosed is the seven day yield as of December 31, 2011.

(f)

All or a portion of the security is held as collateral for written put options.

*	Non-income producing security.

ADR — American Depositary Receipt

DST — Delaware Statutory Trust

ETF — Exchange-Traded Fund

ETN — Exchange-Traded Note

LLC — Limited Liability Co.

LP — Limited Partnership

PLC — Public Liability Co.

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report



*Huntington Rotating Markets Fund*		December 31, 2011


*Portfolio of Investments Summary Table*		(unaudited)


*Asset Allocation*	Percentage of Market Value
Industrials		20.2%
Information Technology		16.7%
Consumer Staples		13.9%
Energy		11.4%
Consumer Discretionary		10.6%
Financials		8.7%
Health Care		7.4%
Telecommunication Services		4.2%
Materials		3.3%
Exchange-Traded Funds		2.3%
Cash¹		1.3%
*Total*		*100.0%*

1	Investments in an affiliated money market fund.

Portfolio of Investments


*Shares*			*Value*

	*Common Stocks —96.3%*
	*Consumer Discretionary — 10.6%*
	21,461	Home Depot, Inc.	$	902,220
	22,175	McDonald’s Corp.		2,224,818
	22,550	Walt Disney Co./The		845,625
				3,972,663
	*Consumer Staples — 13.9%*
	22,376	Coca-Cola Co./The		1,565,649
	22,226	Kraft Foods, Inc., Class A		830,363
	22,143	Procter & Gamble Co.		1,477,160
	22,253	Wal-Mart Stores, Inc.		1,329,839
				5,203,011
	*Energy — 11.4%*
	22,324	Chevron Corp.		2,375,274
	22,440	Exxon Mobil Corp.		1,902,014
				4,277,288
	*Financials — 8.7%*
	22,445	American Express Co.		1,058,731
	22,247	Bank of America Corp.		123,693
	22,322	JPMorgan Chase & Co.		742,206
	22,317	Travelers Cos., Inc./The		1,320,497
				3,245,127
	*Health Care — 7.4%*
	22,144	Johnson & Johnson		1,452,204
	22,183	Merck & Co., Inc.		836,299


*Shares*			*Value*

	*Common Stocks — (Continued)*
	*Health Care — (Continued)*
	22,396	Pfizer, Inc.	$	484,649
				2,773,152
	*Industrials — 20.2%*
	22,297	3M Co.		1,822,334
	22,418	Boeing Co./The		1,644,360
	22,550	Caterpillar, Inc.		2,043,030
	22,449	General Electric Co.		402,062
	22,488	United Technologies Corp.		1,643,648
				7,555,434
	*Information Technology — 16.6%*
	22,714	Cisco Systems, Inc.		410,669
	22,657	Hewlett-Packard Co.		583,644
	22,181	Intel Corp.		537,889
	22,448	International Business Machines Corp.		4,127,738
	22,092	Microsoft Corp.		573,508
				6,233,448
	*Materials — 3.3%*
	22,535	Alcoa, Inc.		194,928
	22,400	Du Pont (E.I.) de Nemours & Co.		1,025,472
				1,220,400

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report


*Huntington Rotating Markets Fund*		(Continued)


*Shares*			*Value*

	*Common Stocks — (Continued)*
	*Telecommunication Services — 4.2%*
	22,100	AT&T, Inc.	$	668,304
	22,197	Verizon Communications, Inc.		890,544
				1,558,848
	*Total Common Stocks (Cost $29,673,043)*			*36,039,371*
	*Exchange-Traded Funds — 2.3%*
	7,000	SPDR Dow Jones Industrial Average ETF Trust		852,950
	*Total Exchange-Traded Funds (Cost $776,481)*			*852,950*
	*Cash Equivalents — 1.3%*
	494,529	Huntington Money Market Fund, Interfund Shares, 0.010% (a) (b)		494,529
	*Total Cash Equivalents (Cost $494,529)*			*494,529*
	*Total Investments (Cost $30,944,053) — 99.9%*			*37,386,850*
	*Other Assets in Excess of Liabilities — 0.1%*			*30,717*
	*Net Assets — 100.0%*		$	*37,417,567*

(a)

Investment in affiliate.

(b)

Rate disclosed is the seven day yield as of December 31, 2011.

ETF — Exchange-Traded Fund

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report



*Huntington Situs Fund*		December 31, 2011


*Portfolio of Investments Summary Table*		(unaudited)


*Asset Allocation*	Percentage of Market Value
Information Technology		15.7%
Industrials		15.2%
Health Care		12.3%
Materials		11.8%
Energy		11.6%
Consumer Discretionary		11.4%
Financials		10.3%
Consumer Staples		4.5%
Utilities		2.1%
Exchange-Traded Funds		1.6%
Cash¹		1.5%
Real Estate Investment Trusts		1.5%
Closed-End Funds		0.3%
Telecommunication Services		0.2%
*Total*		*100.0%*

1	Investments in an affiliated money market fund.

Portfolio of Investments


*Shares*			*Value*

	*Common Stocks — 96.8%*
	*Bermuda — 1.8%*
	*Financials — 1.8%*
	90,000	Arch Capital Group Ltd. *	$	3,350,700
	*Brazil — 0.7%*
	*Consumer Staples — 0.7%*
	38,200	Cia Brasileira de Distribuicao Grupo Pao de Acucar ADR		1,391,626
	*Canada — 0.0%*
	*Energy — 0.0%*
	35,000	Denison Mines Corp. *		43,750
	*Chile — 0.7%*
	*Materials — 0.7%*
	24,000	Sociedad Quimica y Minera de Chile SA ADR		1,292,400
	*China — 0.4%*
	*Information Technology — 0.4%*
	17,500	Shanda Interactive Entertainment Ltd. ADR *		700,175
	*Denmark — 1.0%*
	*Energy — 0.1%*
	18,900	Vestas Wind Systems A/S *		204,015


*Shares*			*Value*

	*Common Stocks —(Continued)*
	*Denmark — (Continued)*
	*Health Care — 0.9%*
	52,500	Novozymes A/S, Class B	$	1,620,602
				1,824,617
	*Germany — 0.5%*
	*Health Care — 0.5%*
	35,500	Stada Arzneimittel AG		884,342
	*Hong Kong — 0.5%*
	*Consumer Discretionary — 0.5%*
	162,500	Television Broadcasts Ltd.		985,470
	*Japan — 1.6%*
	*Consumer Discretionary — 0.5%*
	31,400	Honda Motor Co. Ltd. ADR		959,270
	*Consumer Staples — 0.4%*
	38,300	Shiseido Co. Ltd.		704,099
	*Financials — 0.2%*
	70	Japan Prime Realty Investment Corp.		164,882
	20	Japan Real Estate Investment Corp.		155,905
				320,787

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report


*Huntington Situs Fund*		(Continued)


*Shares*			*Value*

	*Common Stocks — (Continued)*
	*Japan — (Continued)*
	*Health Care — 0.5%*
	20,600	Terumo Corp.	$	970,183
				2,954,339
	*Mexico — 0.2%*
	*Consumer Discretionary — 0.2%*
	27,400	Desarrolladora Homex S.A.B. de C.V. ADR *		462,238
	*Singapore — 1.1%*
	*Consumer Staples — 1.1%*
	100,000	Asia Pacific Breweries Ltd.		2,158,662
	*South Africa — 0.7%*
	*Materials — 0.7%*
	110,032	Harmony Gold Mining Co. Ltd. ADR		1,280,773
	*Sweden — 0.2%*
	*Consumer Discretionary — 0.2%*
	116,800	Haldex AB		427,652
	*Switzerland — 1.1%*
	*Consumer Discretionary — 1.1%*
	50,000	Garmin Ltd.		1,990,500
	*United Kingdom — 0.8%*
	*Consumer Staples — 0.4%*
	16,000	Reckitt Benckiser Group PLC		790,246
	*Industrials — 0.4%*
	116,800	Concentric AB *		677,116
				1,467,362
	*United States — 85.5%*
	*Consumer Discretionary — 8.9%*
	210,000	Cabela’s, Inc., Class A *		5,338,200
	13,500	Columbia Sportswear Co.		628,425
	7,050	Fossil, Inc. *		559,488
	50,000	Jakks Pacific, Inc.		705,500
	40,000	Papa John’s International, Inc. *		1,507,200
	17,000	Ralph Lauren Corp.		2,347,360
	23,850	Rent-A-Center, Inc.		882,450
	64,000	Sturm Ruger & Co., Inc.		2,141,440
	97,000	Urban Outfitters, Inc. *		2,673,320
				16,783,383
	*Consumer Staples — 1.9%*
	22,000	Darling International, Inc. *		292,380
	80,000	Fresh Del Monte Produce, Inc.		2,000,800
	25,000	Sanderson Farms, Inc.		1,253,250
				3,546,430
	*Energy — 11.5%*
	28,000	Alliance Resource Partners LP		2,116,240
	38,000	Amyris, Inc. *		438,520
	10,000	Atwood Oceanics, Inc. *		397,900


*Shares*			*Value*

	*Common Stocks — (Continued)*
	*United States — (Continued)*
	*Energy — (Continued)*
	28,000	Carbo Ceramics, Inc.	$	3,453,240
	120,000	Denbury Resources, Inc. *		1,812,000
	13,000	Dril-Quip, Inc. *		855,660
	19,000	GeoResources, Inc. *		556,890
	43,000	Lufkin Industries, Inc.		2,894,330
	53,000	Newfield Exploration Co. *		1,999,690
	20,000	Oceaneering International, Inc.		922,600
	60,000	OYO Geospace Corp. *		4,639,800
	15,000	SM Energy Co.		1,096,500
	15,000	Swift Energy Co. *		445,800
				21,629,170
	*Financials — 8.3%*
	71,300	Cullen/Frost Bankers, Inc.		3,772,483
	90,000	Equity One, Inc.		1,528,200
	15,000	Evercore Partners, Inc.		399,300
	30,000	EZCORP, Inc., Class A *		791,100
	110,000	International Bancshares Corp.		2,016,850
	150,000	Raymond James Financial, Inc.		4,644,000
	70,383	SCBT Financial Corp.		2,041,811
	13,800	WSFS Financial Corp.		496,248
				15,689,992
	*Health Care — 10.5%*
	29,000	AmSurg Corp. *		755,160
	15,000	Bio-Rad Laboratories, Inc., Class A *		1,440,600
	73,000	Cerner Corp. *		4,471,250
	20,000	Codexis, Inc. *		106,000
	50,000	Edwards LifeSciences Corp. *		3,535,000
	10,000	Healthways, Inc. *		68,600
	100,000	Lincare Holdings, Inc.		2,571,000
	70,000	Myriad Genetics, Inc. *		1,465,800
	75,000	Osiris Therapeutics, Inc. *		401,250
	21,000	PSS World Medical, Inc. *		507,990
	75,000	Watson Pharmaceuticals, Inc. *		4,525,500
				19,848,150
	*Industrials — 14.9%*
	50,000	BE Aerospace, Inc. *		1,935,500
	100,000	EnPro Industries, Inc. *		3,298,000
	50,000	Flowserve Corp.		4,966,000
	100,000	Harsco Corp.		2,058,000
	10,000	Mine Safety Appliances Co.		331,200
	120,000	Quanta Services, Inc. *		2,584,800
	40,000	Ryder System, Inc.		2,125,600
	50,000	Taser International, Inc. *		256,000
	170,000	Trinity Industries, Inc.		5,110,200
	70,000	Universal Forest Products, Inc.		2,160,900
	85,000	Watts Water Technologies, Inc., Class A		2,907,850
	12,750	Werner Enterprises, Inc.		307,275
				28,041,325

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report


*Huntington Situs Fund*		(Continued)


*Shares*			*Value*

	*Common Stocks — (Continued)*
	*United States — (Continued)*
	*Information Technology — 15.3%*
	61,900	ACI Worldwide, Inc. *	$	1,772,816
	75,000	Anixter International, Inc. *		4,473,000
	30,000	Cardtronics, Inc. *		811,800
	89,000	Diodes, Inc. *		1,895,700
	50,000	Exlservice Holdings, Inc. *		1,118,500
	225,000	Jabil Circuit, Inc.		4,423,500
	80,600	Methode Electronics, Inc.		668,174
	104,000	Red Hat, Inc. *		4,294,160
	45,000	ScanSource, Inc. *		1,620,000
	80,900	Standard Microsystems Corp. *		2,084,793
	110,000	Trimble Navigation Ltd. *		4,774,000
	20,000	TriQuint Semiconductor, Inc. *		97,400
	29,000	Tyler Technologies, Inc. *		873,190
				28,907,033
	*Materials — 10.4%*
	5,000	Albemarle Corp.		257,550
	48,000	Buckeye Technologies, Inc.		1,605,120
	50,400	Eagle Materials, Inc.		1,293,264
	29,200	Eastman Chemical Co.		1,140,552
	90,000	Owens-Illinois, Inc. *		1,744,200
	75,000	Quaker Chemical Corp.		2,916,750
	40,000	RTI International Metals, Inc. *		928,400
	30,000	Scotts Miracle-Gro Co., Class A		1,400,700
	30,000	Sensient Technologies Corp.		1,137,000
	15,000	Terra Nitrogen Co. LP		2,514,150
	55,000	Texas Industries, Inc. *		1,692,900
	50,000	United States Lime & Minerals, Inc. *		3,005,500
				19,636,086
	*Real Estate Investment Trusts — 1.5%*
	31,500	Camden Property Trust		1,960,560
	40,000	Weingarten Realty Investors		872,800
				2,833,360
	*Telecommunication Services — 0.2%*
	39,000	General Communication, Inc., Class A *		381,810
	*Utilities — 2.1%*
	15,000	AGL Resources, Inc.		633,900
	39,900	Hawaiian Electric Industries, Inc.		1,056,552
	13,100	Northwest Natural Gas Co.		627,883
	60,000	Portland General Electric Co.		1,517,400
	5,500	UGI Corp.		161,700
				3,997,435
				161,294,174
	*Total Common Stocks (Cost $134,427,603)*			*182,508,780*


*Shares*			*Value*

	*Exchange-Traded Funds — 1.6%*
	25,000	iShares FTSE China 25 Index Fund	$	871,750
	54,555	SPDR S&P Emerging Markets SmallCap ETF		2,058,360
	*Total Exchange-Traded Funds (Cost $3,699,680)*			*2,930,110*
	*Closed-End Fund — 0.3%*
	30,000	Central Fund of Canada Ltd., Class A		588,000
	*Total Closed-End Fund (Cost $419,116)*			*588,000*
	*Cash Equivalents — 1.5%*
	2,858,167	Huntington Money Market Fund, Interfund Shares, 0.010% (a) (b)		2,858,167
	*Total Cash Equivalents (Cost $2,858,167)*			*2,858,167*
	*Total Investments (Cost $141,404,566) — 100.2%*			*188,885,057*
	*Liabilities in Excess of Other Assets — (0.2)%*			*(341,315)*
	*Net Assets — 100.0%*		$	*188,543,742*

(a)

Investment in affiliate.

(b)

Rate disclosed is the seven day yield as of December 31, 2011.

*	Non-income producing security.

ADR — American Depositary Receipt

ETF — Exchange –Traded Fund

LP — Limited Partnership

PLC — Public Liability Co.

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report



*Huntington Technical Opportunities Fund*		December 31, 2011


*Portfolio of Investments Summary Table*		(unaudited)


*Asset Allocation*	Percentage of Market Value
Cash¹		38.7%
Information Technology		13.2%
Consumer Staples		12.8%
Exchange-Traded Funds		11.6%
Health Care		5.8%
Consumer Discretionary		5.3%
Energy		5.2%
Materials		4.0%
Industrials		3.4%
*Total*		*100.0%*

1	Investments in an affiliated money market fund.

Portfolio of Investments


*Shares*		*Value*

*Common Stocks — 25.0%*
*Consumer Discretionary — 2.7%*
5,160	Ross Stores, Inc.	$	245,255
*Consumer Staples — 6.5%*
8,570	Tate & Lyle PLC ADR		378,537
6,800	Tiger Brands Ltd.		211,291
			589,828
*Energy — 2.6%*
1,360	Exxon Mobil Corp.		115,274
3,000	World Fuel Services Corp.		125,940
			241,214
*Health Care — 2.9%*
575	Intuitive Surgical, Inc. *		266,231
*Industrials — 1.7%*
2,000	Canadian National Railway Co.		157,120
*Information Technology — 6.6%*
5,150	Cardtronics, Inc. *		139,359
4,400	Ceva, Inc. *		133,144
1,000	International Business Machines Corp.		183,880
2,750	QUALCOMM, Inc.		150,425
			606,808


*Shares*		*Value*

*Common Stocks — (Continued)*
*Materials — 2.0%*
930	NewMarket Corp.	$	184,242
*Total Common Stocks (Cost $1,943,796)*			*2,290,698*
*Exchange-Traded Funds — 5.9%*
4,275	SPDR S&P 500 ETF Trust		536,512
*Total Exchange-Traded Funds (Cost $497,701)*			*536,512*
*Cash Equivalents — 19.4%*
1,781,590	Huntington Money Market Fund, Interfund Shares, 0.010% (a) (b)		1,781,590
*Total Cash Equivalents (Cost $1,781,590)*			*1,781,590*
Total Investments (Cost $4,223,087) — 50.3%			*4,608,800*
*Other Assets in Excess of Liabilities — 49.7%*			*4,562,635*
*Net Assets — 100.0%*		$	*9,171,435*

(a)

Investment in affiliate.

(b)

Rate disclosed is the seven day yield as of December 31, 2011.

*	Non-income producing security.

ADR

— American Depositary Receipt

ETF

— Exchange-Traded Fund

PLC

— Public Liability Co.

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report



*Huntington Fixed Income Securities Fund*		December 31, 2011


*Portfolio of Investments Summary Table*		(unaudited)


*Asset Allocation*	Percentage of Market Value
Corporate Bonds		69.6%
U.S. Government Agencies		13.3%
U.S. Treasury Obligations		11.5%
Cash¹		3.5%
U.S. Government Mortgage Backed Securities		1.5%
Preferred Stocks		0.6%
*Total*		*100.0%*

1	Investments in an affiliated money market fund.

Portfolio of Investments


Principal Amount			*Value*

	*Corporate Bonds — 69.0%*
	*Consumer Discretionary — 5.4%*
$	5,000,000	AutoZone, Inc., 5.750%, 1/15/15	$	5,534,960
	2,000,000	Comcast Corp., Class A, 6.500%, 1/15/17		2,352,354
	2,000,000	Mattel, Inc., 6.200%, 10/1/40		2,259,400
	4,000,000	Time Warner, Inc., 3.150%, 7/15/15		4,160,480
	1,500,000	Walt Disney Co./The, Series B, MTN, 6.200%, 6/20/14		1,698,934
				16,006,128
	*Consumer Staples — 3.4%*
	3,000,000	Kellogg Co., 4.250%, 3/6/13		3,115,065
	2,000,000	Kraft Foods, Inc., 6.000%, 2/11/13		2,107,078
	2,000,000	Kroger Co./The, 7.500%, 1/15/14		2,235,158
	2,000,000	Wal-Mart Stores, Inc., 6.200%, 4/15/38		2,685,868
				10,143,169
	*Energy — 4.2%*
	1,629,000	Enterprise Products Operating LP, Series G, 5.600%, 10/15/14		1,784,842
	2,000,000	Enterprise Products Operating LP, 3.700%, 6/1/15		2,096,752
	2,005,000	EQT Corp., 8.125%, 6/1/19		2,351,803
	2,000,000	Halliburton Co., 6.150%, 9/15/19		2,457,362
	500,000	Rowan Cos., Inc., 5.000%, 9/1/17		525,379
	1,000,000	Transocean, Inc., 7.375%, 4/15/18		1,076,190


Principal Amount			*Value*

	*Corporate Bonds — (Continued)*
	*Energy — (Continued)*
$	2,000,000	Williams Partners LP, 5.250%, 3/15/20	$	2,213,936
				12,506,264
	*Financials — 23.3%*
	2,000,000	American Express Credit Co., Series C, 7.300%, 8/20/13		2,170,518
	5,000,000	Bank of Nova Scotia, 1.450%, 7/26/13 (a) (b)		5,057,885
	2,000,000	Barrick International Bank Corp., 5.750%, 10/15/16 (a) (b)		2,292,254
	3,000,000	BlackRock, Inc., 6.250%, 9/15/17		3,490,227
	5,000,000	Canadian Imperial Bank of Commerce, 2.600%, 7/2/15 (a) (b)		5,171,255
	4,000,000	Citigroup, Inc., 5.625%, 8/27/12		4,060,412
	3,000,000	FIA Card Services NA, 7.125%, 11/15/12 (a) (b)		3,041,895
	3,000,000	Fifth Third Bancorp, 3.625%, 1/25/16		3,043,776
	1,000,000	General Electric Capital Corp., Series A, GMTN, 5.250% 10/19/12		1,034,973
	3,700,000	General Electric Capital Corp., Series A, GMTN, 6.900%, 9/15/15		4,179,342
	1,000,000	Goldman Sachs Group, Inc./The, 5.250%, 10/15/13		1,020,334
	3,000,000	JPMorgan Chase & Co, 4.000%, 2/25/21 (c)		3,000,297
	3,000,000	KeyCorp, MTN, 5.100%, 3/24/21		3,115,380

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report


*Huntington Fixed Income Securities Fund*		(Continued)


Principal Amount			*Value*

	*Corporate Bonds — (Continued)*
	*Financials— (Continued)*
$	1,000,000	Lincoln National Corp., 4.750%, 2/15/14	$	1,046,001
	4,000,000	Manulife Financial Corp., 3.400%, 9/17/15		4,022,308
	1,000,000	MetLife, Inc., 5.000%, 11/24/13		1,065,295
	1,000,000	Morgan Stanley, 6.750%, 10/15/13		1,038,501
	2,000,000	Morgan Stanley, MTN, 5.000%, 5/17/23 (c)		1,755,000
	3,400,000	National City Bank, BKNT, 5.250%, 12/15/16		3,657,193
	1,915,000	Northern Trust Co., 6.500%, 8/15/18		2,284,526
	2,050,000	RenaissanceRe Holdings Ltd., 5.875%, 2/15/13		2,105,752
	5,000,000	Royal Bank of Canada, 3.125%, 4/14/15 (a) (b)		5,246,095
	3,000,000	Toronto-Dominion Bank/The, 2.200%, 7/29/15 (a) (b)		3,071,865
	3,395,000	Wachovia Corp., 5.625%, 10/15/16		3,696,126
				69,667,210
	*Health Care — 6.5%*
	2,000,000	AstraZeneca PLC, 5.900%, 9/15/17		2,415,804
	2,500,000	Covidien International Finance SA, 1.875%, 6/15/13		2,523,737
	1,000,000	Covidien International Finance SA, 2.800%, 6/15/15		1,038,105
	2,000,000	Gilead Sciences, Inc., 4.500%, 4/1/21		2,120,474
	3,705,000	Laboratory Corp of America Holdings, 4.625%, 11/15/20		3,912,191
	1,000,000	Pfizer, Inc., 5.350%, 3/15/15		1,131,186
	5,000,000	Thermo Fisher Scientific, Inc., 3.250%, 11/20/14		5,294,590
	1,000,000	Wyeth, 5.500%, 3/15/13		1,057,103
				19,493,190
	*Industrials — 3.5%*
	1,368,000	CSX Transportation, Inc., 9.750%, 6/15/20		1,871,148
	1,665,000	Emerson Electric Co., 5.125%, 12/1/16		1,925,776
	2,000,000	Plum Creek Timberlands PLC, 4.700%, 3/15/12		2,011,304
	2,000,000	Union Pacific Corp., 5.650%, 5/1/17		2,334,136
	2,000,000	United Technologies Corp., 6.125%, 2/1/19		2,471,366
				10,613,730


Principal Amount			*Value*

	*Corporate Bonds — (Continued)*
	*Information Technology — 5.7%*
$	2,000,000	CA, Inc., 6.125%, 12/1/14	$	2,222,206
	2,000,000	Cisco Systems, Inc., 5.500%, 1/15/40		2,447,128
	2,000,000	Hewlett-Packard Co., 5.500%, 3/1/18		2,222,932
	3,000,000	International Business Machines Corp., 7.625%, 10/15/18		4,025,877
	2,000,000	Oracle Corp., 5.250%, 1/15/16		2,309,398
	3,000,000	Oracle Corp., 6.125%, 7/8/39		3,940,317
				17,167,858
	*Materials — 1.2%*
	3,300,000	Potash Corporation of Saskatchewan, Inc., 5.250%, 5/15/14		3,621,743
	*Real Estate Investment Trusts — 3.3%*
	2,640,000	Health Care REIT, Inc., 4.950%, 1/15/21		2,524,474
	2,000,000	Hospitality Properties Trust, 6.750%, 2/15/13		2,032,286
	1,000,000	Kimco Realty Corp., 4.820%, 6/1/14		1,038,734
	2,000,000	Senior Housing Properties Trust, 4.300%, 1/15/16		1,971,092
	2,000,000	Simon Property Group LP, 5.650%, 2/1/20		2,292,116
				9,858,702
	*Telecommunication Services — 2.2%*
	2,000,000	AT&T, Inc., 5.600%, 5/15/18		2,323,906
	2,000,000	Verizon Wireless, 7.375%, 11/15/13		2,226,880
	2,000,000	Vodafone Group PLC, 5.000%, 12/16/13		2,145,994
				6,696,780
	*Utilities — 10.3%*
	1,000,000	Consolidated Edison Co. of New York, Inc., Series 03-B, 3.850%, 6/15/13		1,040,092
	2,000,000	Constellation Energy Group, Inc., 4.550%, 6/15/15		2,111,660
	3,000,000	Dominion Resources, Inc., Series 07-A, 6.000%, 11/30/17		3,539,145
	4,000,000	Duke Energy Corp., 6.300%, 2/1/14		4,413,136
	4,500,000	Duquesne Light Co., Series O, 6.700%, 4/15/12		4,567,675
	2,600,000	Exelon Generation Co. LLC, 6.250%, 10/1/39		3,168,079
	1,000,000	Georgia Power Co., 5.400%, 6/1/40		1,204,734
	1,800,000	Gulf Power Co., Series K, 4.900%, 10/1/14		1,913,125
	2,310,000	Metropolitan Edison, 4.875%, 4/1/14		2,454,181

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report


*Huntington Fixed Income Securities Fund*		(Continued)


Principal Amount			*Value*

	*Corporate Bonds — (Continued)*
	*Utilities — (Continued)*
$	3,000,000	Pacific Gas & Electric Co., 6.250%, 12/1/13	$	3,278,901
	3,000,000	PSEG Power LLC, 2.500%, 4/15/13		3,047,424
				30,738,152
	*Total Corporate Bonds (Cost $196,944,988)*			*206,512,926*
	*U.S. Government Agencies — 13.2%*
	Federal Agricultural Mortgage Corporation — 1.4%
	4,000,000	3.250%, 6/25/14		4,245,456
	*Federal Farm Credit Bank — 0.8%*
	2,000,000	4.710%, 3/6/15		2,249,118
	*Federal Home Loan Bank — 8.0%*
	3,000,000	4.375%, 6/8/12		3,054,699
	3,000,000	1.750%, 12/14/12		3,040,683
	3,000,000	5.375%, 6/14/13		3,217,323
	1,380,000	5.000%, 7/16/13 (d)		1,475,834
	2,000,000	2.000%, 5/14/15 (d)		2,022,002
	5,000,000	4.750%, 9/11/15		5,709,045
	5,000,000	3.500%, 12/9/16		5,525,345
				24,044,931
	Federal Home Loan Mortgage Corporation — 1.8%
	5,000,000	5.000%, 1/30/14		5,463,975
	*Federal National Mortgage Association — 1.2%*
	3,000,000	4.065%, 2/15/18		3,462,465
	Total U.S. Government Agencies (Cost $37,181,958)			*39,465,945*
	*U.S. Treasury Obligations — 11.4%*
	*U.S. Treasury Bonds — 10.7%*
	1,500,000	9.125%, 5/15/18		2,237,929
	2,000,000	8.750%, 8/15/20		3,154,532
	4,000,000	7.125%, 2/15/23		6,049,376
	4,000,000	7.625%, 2/15/25		6,467,500
	4,000,000	6.750%, 8/15/26		6,176,876
	4,000,000	5.250%, 11/15/28		5,515,000
	1,500,000	6.125%, 8/15/29		2,272,734
				31,873,947
	*U.S. Treasury Notes — 0.7%*
	2,000,000	2.625%, 11/15/20		2,153,124
	Total U.S. Treasury Obligations (Cost $26,367,727)			*34,027,071*


Principal Amount or Shares			*Value*

	U.S. Government Mortgage Backed Agencies — 1.5%
	Federal Home Loan Mortgage Corporation — 0.6%
$	734,954	Pool # J05518, 5.500%, 9/1/22	$	795,656
	858,803	Pool # J08160, 5.000%, 12/1/22		922,621
				1,718,277
	*Federal National Mortgage Association — 0.1%*
	57,793	Pool # 599630, 6.500%, 8/1/16		63,308
	137,536	Pool # 254403, 6.000%, 8/1/17		148,921
				212,229
	Government National Mortgage Association —0.8%
	1,366,437	Pool # 683937, 6.000%, 2/15/23		1,493,209
	864,804	Pool # 689593, 6.000%, 7/15/23		947,604
	82,027	Pool # 345128, 6.500%, 1/15/24		93,765
	26,479	Pool # 372962, 7.000%, 3/15/24		30,647
	23,170	Pool # 373015, 8.000%, 6/15/24		24,502
				2,589,727
	Total U.S. Government Mortgage Backed Agencies (Cost $4,237,015)			*4,520,233*
	*Preferred Stocks — 0.6%*
	*Financials — 0.1%*
	10,000	Credit Suisse Guernsey, 7.900%		255,500
	*Real Estate Investment Trusts — 0.3%*
	10,000	Kimco Realty Corp., Series G, 7.750%		257,500
	5,000	Public Storage, Inc., Series F, 6.450%		127,300
	20,000	Vornado Realty LP, 7.875%		549,600
				934,400
	*Utilities — 0.2%*
	10,000	Dominion Resources, Inc., Series A, 8.375%		293,700
	10,000	NextEra Energy Capital Holdings, Inc., Series F, 8.750%		290,500
��				584,200
	*Total Preferred Stocks (Cost $1,785,971)*			*1,774,100*
	*Cash Equivalents — 3.4%*
	10,236,344	Huntington Money Market Fund, Interfund Shares, 0.010% (e) (f)		10,236,344
	*Total Cash Equivalents (Cost $10,236,344)*			*10,236,344*
	*Total Investments (Cost $276,754,003) — 99.1%*			*296,536,619*
	*Other Assets in Excess of Liabilities — 0.9%*			*2,786,945*
	*Net Assets — 100.0%*		$	*299,323,564*

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report


*Huntington Fixed Income Securities Fund*		(Continued)

(a)

Illiquid security.

(b)

(c)

Variable or Floating Rate Security. Rate disclosed is as of December 31, 2011.

(d)

Step Coupon: Coupon rate is set for an initial period and then increased to a higher coupon rate at a specific date. The rate shown is the rate in effect at December 31, 2011.

(e)

Investment in affiliate.

(f)

Rate disclosed is the seven day yield as of December 31, 2011.

GMTN—Global Medium Term Note

LLC—Limited Liability Co.

LP—Limited Partnership

MTN—Medium Term Note

PLC—Public Liability Co.

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report



*Huntington Intermediate Government Income Fund*		December 31, 2011


*Portfolio of Investments Summary Table*		(unaudited)


*Asset Allocation*	*Percentage of* *Market Value*
U.S. Government Agencies		49.6%
U.S. Government Mortgage Backed Securities		23.8%
U.S. Treasury Obligations		17.5%
Collateralized Mortgage Obligations		6.2%
Corporate Bonds		1.5%
Cash¹		1.4%
*Total*		*100.0%*

1	Investments in an affiliated money market fund.

Portfolio of Investments


Principal Amount			*Value*

	*U.S. Government Agencies — 49.4%*
	*Federal Farm Credit Bank — 17.2%*
$	3,000,000	2.125%, 6/18/12	$	3,026,760
	3,000,000	1.375%, 6/25/13		3,048,954
	1,000,000	4.500%, 12/15/15		1,138,931
	2,000,000	4.875%, 12/16/15		2,307,058
	1,000,000	3.750%, 1/29/16		1,111,876
	1,000,000	5.270%, 9/1/16		1,188,518
	2,000,000	5.050%, 3/8/17		2,360,352
	1,000,000	5.550%, 8/1/17		1,217,542
	1,000,000	2.500%, 9/21/17		1,012,337
	2,500,000	3.150%, 1/12/18		2,733,035
	1,000,000	4.250%, 4/16/18		1,148,328
	2,000,000	5.050%, 8/1/18		2,425,682
	1,000,000	5.375%, 11/10/20		1,245,110
				23,964,483
	*Federal Home Loan Bank — 23.2%*
	1,000,000	3.750%, 6/14/13		1,048,111
	3,000,000	5.375%, 6/14/13		3,217,323
	1,000,000	4.375%, 9/13/13		1,067,107
	830,000	4.750%, 12/12/14		927,127
	1,000,000	4.375%, 2/13/15		1,105,565
	2,500,000	2.875%, 6/12/15		2,677,872
	2,000,000	4.750%, 9/11/15		2,283,618
	2,000,000	1.900%, 12/29/15		2,077,442
	1,000,000	4.875%, 3/11/16		1,160,119
	2,000,000	3.125%, 12/8/17		2,192,438
	1,500,000	4.250%, 3/9/18		1,734,522
	3,000,000	4.125%, 12/13/19		3,468,813
	1,000,000	4.125%, 3/13/20		1,147,355
	2,000,000	3.000%, 3/18/20		2,123,986
	3,500,000	3.375%, 6/12/20		3,822,850
	2,000,000	3.625%, 6/11/21		2,207,464
				32,261,712


Principal Amount			*Value*

	*U.S. Government Agencies — (Continued)*
	*Federal National Mortgage Association — 9.0%*
$	5,000,000	4.125%, 4/15/14	$	5,410,265
	2,000,000	1.500%, 9/8/14		2,040,026
	1,000,000	3.125%, 5/15/15		1,009,246
	2,000,000	1.375%, 11/15/16		2,017,664
	2,000,000	3.000%, 11/23/21		2,007,710
				12,484,911
	Total U.S. Government Agencies (Cost $63,632,266)			*68,711,106*
	U.S. Government Mortgage Backed Agencies — 23.7%
	Federal Home Loan Mortgage Corporation — 4.7%
	125,935	Pool # M81004, 5.000%, 1/1/13		128,840
	131,517	Pool # E01184, 6.000%, 8/1/17		141,262
	407,979	Pool # B10827, 4.500%, 11/1/18		435,064
	790,009	Pool # J02717, 5.500%, 11/1/20		862,911
	409,834	Pool # C90699, 5.000%, 8/1/23		446,989
	417,441	Pool # C91167, 5.000%, 4/1/28		449,025
	227,905	Pool # G08005, 5.500%, 8/1/34		248,246
	341,111	Pool # 1G0865, 4.826%, 7/1/35 (a)		360,408
	903,749	Pool # 972190, 5.146%, 11/1/35 (a)		961,361
	483,288	Pool # G03609, 5.500%, 10/1/37		525,064
	1,955,173	Pool # G06784, 3.500%, 10/1/41		2,009,187
				6,568,357
	*Federal National Mortgage Association — 13.9%*
	103,917	Pool # 647408, 5.000%, 10/1/17		112,240
	557,459	Pool # 357805, 5.000%, 6/1/20		601,062
	624,637	Pool # 889799, 5.500%, 2/1/23		678,570
	213,659	Pool # 254911, 5.000%, 10/1/23		234,131
	527,017	Pool # 255360, 5.000%, 8/1/24		576,196
	511,421	Pool # 255767, 5.500%, 6/1/25		560,983

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report


*Huntington Intermediate Government Income Fund*		(Continued)


Principal Amount			*Value*

	*U.S. Government Agencies — (Continued)*
	*Federal National Mortgage Association (Continued)*
$	706,153	Pool # 255984, 4.500%, 11/1/25	$	762,300
	510,219	Pool # 256116, 6.000%, 2/1/26		562,694
	399,860	Pool # 256213, 6.000%, 4/1/26		440,984
	529,638	Pool # 257536, 5.000%, 1/1/29		572,442
	810,452	Pool # MA0115, 4.500%, 7/1/29		866,787
	842,917	Pool # MA0563, 4.000%, 11/1/30		890,748
	1,404,421	Pool # MA0667, 4.000%, 3/1/31		1,484,113
	2,281,682	Pool # MA0706, 4.500%, 4/1/31		2,440,285
	925,915	Pool # MA0804, 4.000%, 7/1/31		978,455
	347,985	Pool # 254594, 5.500%, 1/1/33		380,404
	602,371	Pool # 783793, 6.000%, 7/1/34		671,476
	479,286	Pool # 807963, 5.000%, 1/1/35		523,113
	355,311	Pool # 806715, 5.500%, 1/1/35		388,190
	598,760	Pool # 735224, 5.500%, 2/1/35		654,541
	575,244	Pool # 868935, 5.500%, 5/1/36		627,575
	267,090	Pool # 907484, 6.000%, 1/1/37		294,393
	864,366	Pool # AD7906, 5.000%, 7/1/40		934,761
	948,068	Pool # AH6655, 4.000%, 2/1/41		996,829
	1,991,121	Pool # AJ5469, 3.500%, 11/1/41		2,049,550
				19,282,822
	Government National Mortgage Association — 5.1%
	502,728	Pool # 683552, 5.500%, 2/15/23		547,548
	645,358	Pool # 666057, 5.000%, 3/15/23		701,483
	153,988	Pool # 2699, 6.000%, 1/20/29		175,123
	149,878	Pool # 576456, 6.000%, 3/15/32		171,016
	2,092,679	Pool # 4113, 5.000%, 4/20/38		2,317,118
	547,969	Pool # 676974, 5.500%, 5/15/38		615,523
	874,911	Pool # 733602, 5.000%, 4/15/40		974,186
	1,486,029	Pool # 4978, 4.500%, 3/20/41		1,623,905
				7,125,902
	Total U.S. Government Mortgage Backed Agencies (Cost $31,292,898)			*32,977,081*
	*U.S. Treasury Obligations — 17.5%*
	*U.S. Treasury Inflation Protection Notes — 1.4%*
	1,500,000	2.000%, 1/15/16		1,912,650
	*U.S. Treasury Notes — 16.1%*
	1,000,000	4.125%, 8/31/12		1,026,367
	2,000,000	4.250%, 11/15/14		2,220,624
	3,000,000	2.125%, 11/30/14		3,150,936
	2,000,000	4.500%, 2/15/16		2,312,344
	2,000,000	5.125%, 5/15/16		2,379,844
	2,000,000	1.000%, 8/31/16		2,021,876
	3,000,000	1.375%, 11/30/18		3,010,314
	2,000,000	2.625%, 11/15/20		2,153,124
	2,000,000	2.125%, 8/15/21		2,051,250
	2,000,000	2.000%, 11/15/21		2,022,812
				22,349,491
	Total U.S. Treasury Obligations (Cost $22,621,202)			*24,262,141*


Principal Amount or Shares			*Value*

	*Collateralized Mortgage Obligations — 6.2%*
	*Federal Home Loan Bank — 0.2%*
$	271,593	Series 00-0606, 5.270%, 12/28/12	$	281,201
	Federal Home Loan Mortgage Corporation — 3.8%
	227,117	Series 2555, 4.250%, 1/15/18		238,490
	2,418,110	Series 2571, 5.500%, 7/15/21		2,467,997
	390,425	Series 2974, 5.000%, 9/15/31		393,196
	1,784,110	Series 2802, 5.500%, 11/15/31		1,827,346
	407,412	Series 2976, 4.500%, 1/15/33		426,656
				5,353,685
	*Federal National Mortgage Association — 0.3%*
	5,752	Series 2003-32, 5.000%, 3/25/17		5,749
	240,117	Series 2003-11, 5.500%, 8/25/32		250,782
	101,823	Series 2003-16, 4.000%, 2/25/33		107,468
				363,999
	Government National Mortgage Association — 1.9%
	1,500,000	Series 2003-100, 5.500%, 1/20/23		1,563,883
	1,000,000	Series 2005-55, 5.000%, 5/20/32		1,033,521
				2,597,404
	Total Collateralized Mortgage Obligations (Cost $8,335,959)			*8,596,289*
	*Corporate Bonds — 1.5%*
	*Financials — 1.5%*
	2,000,000	Morgan Stanley, 1.950%, 6/20/12 (b)		2,016,118
	*Total Corporate Bonds (Cost $1,999,882)*			*2,016,118*
	*Cash Equivalents — 1.4%*
	1,933,516	Huntington Money Market Fund, Interfund Shares, 0.010% (c) (d)		1,933,516
	*Total Cash Equivalents (Cost $1,933,516)*			*1,933,516*
	Total Investments (Cost $129,815,723) — 99.7%			*138,496,251*
	*Other Assets in Excess of Liabilities — 0.3%*			*484,377*
	*Net Assets — 100.0%*		$	*138,980,628*

(a)

Variable or Floating Rate Security. Rate disclosed is as of December 31, 2011.

(b)

Security issued under terms of the Temporary Liquidity Guarantee Program and is guaranteed by the Federal Deposit Insurance Corporation.

(c)

Investment in affiliate.

(d)

Rate disclosed is the seven day yield as of December 31, 2011.

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report



*Huntington Mortgage Securities Fund*		December 31, 2011


*Portfolio of Investments Summary Table*		(unaudited)


*Asset Allocation*	*Percentage of* *Market Value*
U.S. Government Mortgage Backed Securities		71.9	%
Real Estate Investment Trusts		11.0	%
Collateralized Mortgage Obligations		8.5	%
U.S. Government Agencies		4.8	%
Cash¹		3.8	%
*Total*		*100.0*	%

1	Investments in an affiliated money market fund.

Portfolio of Investments


Principal Amount			*Value*

	U.S. Government Mortgage Backed Agencies — 71.9%
	Federal Home Loan Mortgage Corporation — 17.1%
$	125,935	Pool# M81004, 5.000%, 1/1/13	$	128,840
	187,208	Pool # J03237, 5.500%, 8/1/16		202,787
	107,601	Pool # E96459, 5.000%, 5/1/18		115,882
	48,881	Pool # C90237, 6.500%, 11/1/18		54,542
	407,979	Pool # B10827, 4.500%, 11/1/18		435,064
	551,941	Pool # J10396, 4.000%, 7/1/19		584,955
	196,968	Pool # G12297, 6.000%, 7/1/21		214,595
	663,634	Pool # G12867, 4.500%, 8/1/22		706,861
	317,924	Pool # C90779, 5.000%, 1/1/24		346,747
	328,525	Pool # C90859, 5.500%, 10/1/24		359,387
	385,363	Pool # C90999, 5.500%, 11/1/26		419,638
	417,441	Pool # C91167, 5.000%, 4/1/28		449,025
	584,757	Pool # C91175, 5.000%, 5/1/28		629,000
	135,672	Pool # C00730, 6.000%, 3/1/29		151,131
	2,998,012	Pool # C91251, 4.500%, 6/1/29		3,191,749
	2,134,493	Pool # C91296, 5.000%, 4/1/30		2,295,989
	384,000	Pool # A15284, 5.500%, 10/1/33		418,513
	455,810	Pool # G08005, 5.500%, 8/1/34		496,493
	341,110	Pool # 1G0865, 4.826%, 7/1/35 (a)		360,408
	268,092	Pool # G08168, 6.000%, 12/1/36		295,371
	384,060	Pool # A55565, 6.000%, 12/1/36		423,140
	419,992	Pool # G03498, 5.500%, 11/1/37		456,297
	1,852,990	Pool # G06023, 4.000%, 9/1/40		1,946,265
	1,260,831	Pool # A93936, 4.500%, 9/1/40		1,336,792
	902,629	Pool # A94008, 4.000%, 9/1/40		948,065
	1,466,380	Pool # G06784, 3.500%, 10/1/41		1,506,890
				18,474,426
	*Federal National Mortgage Association — 49.1%*
	154,308	Pool # 254486, 5.000%, 9/1/17		166,667
	169,769	Pool # 663808, 5.000%, 11/1/17		183,367
	258,956	Pool # 684488, 5.000%, 12/1/17		280,425
	368,379	Pool # 693256, 5.000%, 4/1/18		401,682


Principal Amount			*Value*

	U.S. Government Mortgage Backed Agencies — (Continued)
	Federal National Mortgage Association — (Continued)
$	229,552	Pool # 254720, 4.500%, 5/1/18	$	245,794
	255,670	Pool # 786729, 5.500%, 8/1/19		280,062
	250,377	Pool # 896597, 5.000%, 8/1/21		270,352
	287,565	Pool # 254831, 5.000%, 8/1/23		310,805
	605,521	Pool # 254908, 5.000%, 9/1/23		654,458
	563,244	Pool # 254911, 5.000%, 10/1/23		617,212
	251,474	Pool # 255320, 5.000%, 7/1/24		275,569
	1,927,049	Pool # 932438, 4.000%, 1/1/25		2,032,984
	802,004	Pool # 255711, 5.500%, 4/1/25		879,726
	227,434	Pool # 357771, 5.000%, 5/1/25		248,658
	400,602	Pool # 255834, 4.500%, 6/1/25		434,207
	706,153	Pool # 255984, 4.500%, 11/1/25		762,300
	637,774	Pool # 256116, 6.000%, 2/1/26		703,368
	1,181,104	Pool # 257163, 5.000%, 4/1/28		1,277,295
	673,673	Pool # 257238, 5.000%, 6/1/28		728,538
	628,660	Pool # 257281, 5.000%, 7/1/28		679,859
	529,638	Pool # 257536, 5.000%, 1/1/29		572,442
	1,102,553	Pool # MA0096, 4.500%, 6/1/29		1,179,882
	1,296,723	Pool # MA0115, 4.500%, 7/1/29		1,386,860
	3,133,739	Pool # AC1219, 4.500%, 8/1/29		3,351,568
	1,399,648	Pool # MA0171, 4.500%, 9/1/29		1,496,939
	842,917	Pool # MA0563, 4.000%, 11/1/30		890,748
	1,854,449	Pool # MA0641, 4.000%, 2/1/31		1,959,677
	1,404,421	Pool # MA0667, 4.000%, 3/1/31		1,484,113
	2,281,682	Pool # MA0706, 4.500%, 4/1/31		2,440,285
	4,138,461	Pool # MA0776, 4.500%, 6/1/31		4,426,130
	925,915	Pool # MA0804, 4.000%, 7/1/31		978,455
	48,605	Pool # 602879, 6.000%, 11/1/31		54,182
	649,657	Pool # 729535, 5.500%, 7/1/33		710,179
	88,972	Pool # 748422, 6.000%, 8/1/33		99,179
	439,103	Pool # 786457, 5.290%, 7/1/34 (a)		471,378
	602,371	Pool # 783793, 6.000%, 7/1/34		671,476
	355,311	Pool # 806715, 5.500%, 1/1/35		388,190

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report


*Huntington Mortgage Securities Fund*		(Continued)


Principal Amount or Shares			*Value*

	U.S. Government Mortgage Backed Agencies — (Continued)
	Federal National Mortgage Association — (Continued)
$	216,147	Pool # 814261, 6.000%, 1/1/35	$	240,201
	598,760	Pool # 735224, 5.500%, 2/1/35		654,541
	80,584	Pool # 836450, 6.000%, 10/1/35		89,124
	407,428	Pool # 845573, 5.402%, 2/1/36 (a)		435,102
	361,209	Pool # 745511, 5.000%, 4/1/36		390,457
	625,602	Pool # 745418, 5.500%, 4/1/36		683,101
	235,292	Pool # 888029, 6.000%, 12/1/36		259,564
	267,090	Pool # 907484, 6.000%, 1/1/37		294,393
	864,366	Pool # AD7906, 5.000%, 7/1/40		934,761
	1,648,773	Pool # AD7724, 5.000%, 7/1/40		1,783,052
	3,666,213	Pool # AE4310, 4.000%, 9/1/40		3,854,772
	1,646,623	Pool # AE0395, 4.500%, 10/1/40		1,752,555
	1,354,118	Pool # AE4628, 4.500%, 10/1/40		1,442,109
	1,422,102	Pool # AH6655, 4.000%, 2/1/41		1,495,243
	2,810,104	Pool # AB3417, 4.000%, 8/1/41		2,955,510
	1,991,121	Pool # AJ5469, 3.500%, 11/1/41		2,049,550
				53,309,046
	Government National Mortgage Association — 5.7%
	387,004	Pool # 683915, 5.000%, 1/15/23		422,474
	466,979	Pool # 691761, 5.000%, 7/15/23		507,591
	858,641	Pool # 4978, 4.500%, 12/20/25		928,785
	1,471,686	Pool # 605653, 5.500%, 8/15/34		1,660,476
	964,547	Pool # 3637, 5.500%, 11/20/34		1,088,642
	547,969	Pool # 676974, 5.500%, 5/15/38		615,523
	874,911	Pool # 733602, 5.000%, 4/15/40		974,186
				6,197,677
	Total U.S. Government Mortgage Backed Agencies (Cost $74,703,885)			*77,981,149*
	*Common Stocks — 11.0%*
	*Real Estate Investment Trusts — 11.0%*
	10,074	Acadia Realty Trust		202,890
	6,500	Alexandria Real Estate Equities, Inc.		448,305
	13,000	American Campus Communities, Inc.		545,480
	1,000	Associated Estates Realty Corp.		15,950
	2,000	BioMed Realty Trust, Inc.		36,160
	5,500	Boston Properties, Inc.		547,800
	6,500	Brandywine Realty Trust		61,750
	2,000	Brookfield Office Properties, Inc.		31,280
	1,000	Camden Property Trust		62,240
	6,000	Cogdell Spencer, Inc.		25,500
	2,000	Colonial Properties Trust		41,720
	1,000	Coresite Realty Corp.		17,820
	1,000	DDR Corp.		12,170
	1,000	DiamondRock Hospitality Co.		9,640
	8,300	Digital Realty Trust, Inc.		553,361
	16,000	Douglas Emmett, Inc.		291,840
	17,000	Duke Realty Corp.		204,850
	5,000	DuPont Fabros Technology, Inc.		121,100
	11,000	EastGroup Properties, Inc.		478,280


Principal Amount or Shares			*Value*

	*Common Stocks — (Continued)*
	*Real Estate Investment Trusts — (Continued)*
	8,500	Equity Lifestyle Properties, Inc.	$	566,865
	8,000	Equity Residential		456,240
	4,500	Essex Property Trust, Inc.		632,295
	1,000	Excel Trust, Inc.		12,000
	1,500	Federal Realty Investment Trust		136,125
	7,000	HCP, Inc.		290,010
	500	Health Care REIT, Inc.		27,265
	3,500	Healthcare Realty Trust, Inc.		65,065
	8,000	Home Properties, Inc.		460,560
	17,616	Host Hotels & Resorts, Inc.		260,188
	8,600	Kimco Realty Corp.		139,664
	10,000	Kite Realty Group Trust		45,100
	13,000	LaSalle Hotel Properties		314,730
	9,915	Macerich Co./The		501,699
	9,000	Mack-Cali Realty Corp.		240,210
	9,500	National Retail Properties, Inc.		250,610
	3,500	Pennsylvania Real Estate Investment Trust		36,540
	1,000	Post Properties, Inc.		43,720
	5,743	ProLogis, Inc.		164,192
	5,000	Public Storage, Inc.		672,300
	2,000	Realty Income Corp.		69,920
	3,500	Regency Centers Corp.		131,670
	1,000	Sabra Health Care REIT, Inc.		12,090
	7,000	Simon Property Group, Inc.		902,580
	1,903	SL Green Realty Corp.		126,816
	1,000	Sovran Self Storage, Inc.		42,670
	13,000	Tanger Factory Outlet Centers, Inc.		381,160
	6,376	UDR, Inc.		160,038
	9,000	Ventas, Inc.		496,170
	4,436	Vornado Realty Trust		340,951
	1,000	Washington Real Estate Investment Trust		27,350
	7,500	Weingarten Realty Investors		163,650
	2,000	Westfield Group		15,977
	2,000	Westfield Retail Trust		5,094
	*Total Common Stocks (Cost $8,492,132)*			*11,899,650*
	*Collateralized Mortgage Obligations — 8.5%*
	*Federal Home Loan Bank — 0.2%*
$	260,225	Series Z2-2013, 4.800%, 2/25/13		268,832
	Federal Home Loan Mortgage Corporation — 6.0%
	364,533	Series 3322, 5.250%, 4/15/17		383,222
	371,737	Series 2497, 5.000%, 9/15/17		396,514
	402,614	Series 2770, 4.000%, 1/15/18		412,567
	1,000,000	Series 2784, 4.000%, 4/15/19		1,069,262
	367,473	Series 2541, 5.500%, 11/15/20		370,192
	967,244	Series 2571, 5.500%, 7/15/21		987,199
	208,800	Series 2555, 5.500%, 4/15/22		214,417
	704,422	Series 2672, 5.500%, 8/15/31		725,996
	390,425	Series 2974, 5.000%, 9/15/31		393,196
	1,000,000	Series 2802, 5.500%, 11/15/31		1,024,234
	407,412	Series 2976, 4.500%, 1/15/33		426,656
	58,310	Series 3002, 5.000%, 7/15/35		58,531
				6,461,986

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report


*Huntington Mortgage Securities Fund*		(Continued)


Principal Amount			*Value*

	*Collateralized Mortgage Obligations — (Continued)*
	*Federal National Mortgage Association — 1.8%*
$	220,613	Series 2003-38, 5.000%, 3/25/23	$	233,361
	306,134	Series 1999-13, 6.000%, 4/25/29		343,447
	359,610	Series 2003-32, 5.000%, 12/25/31		367,452
	1,000,000	Series 2003-92, 5.000%, 3/25/32		1,045,491
				1,989,751
	*Residential Whole Loans — 0.5%*
	517,808	Citicorp Mortgage Securities, Inc., 5.500%, 10/25/35		510,102
	Total Collateralized Mortgage Obligations (Cost $8,899,116)			*9,230,671*
	*U.S. Government Agencies — 4.7%*
	*Federal Home Loan Bank — 3.2%*
	1,000,000	4.250%, 3/9/18		1,157,944
	2,000,000	4.125%, 12/13/19		2,316,522
				3,474,466
	Federal Home Loan Mortgage Corporation — 0.5%
	500,000	4.500%, 4/2/14		543,560


Principal Amount or Shares			*Value*

	*U.S. Government Agencies (Continued)*
	*Federal National Mortgage Association — 1.0%*
$	1,000,000	5.000%, 3/2/15	$	1,135,229
	Total U.S. Government Agencies (Cost $4,496,292)			*5,153,255*
	*Cash Equivalents — 3.8%*
	4,172,889	Huntington Money Market Fund, Interfund Shares, 0.010% (b)(c)		4,172,889
	*Total Cash Equivalents (Cost $4,172,889)*			*4,172,889*
	Total Investments (Cost $100,764,314) — 99.9%			*108,437,614*
	*Other Assets in Excess of Liabilities — 0.1%*			*94,886*
	*Net Assets — 100.0%*		$	*108,532,500*

(a)

Variable or Floating Rate Security. Rate disclosed is as of December 31, 2011.

(b)

Investment in affiliate.

(c)

Rate disclosed is the seven day yield as of December 31, 2011.

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report



*Huntington Ohio Tax-Free Fund*		December 31, 2011


*Portfolio of Investments Summary Table*		(unaudited)


*Asset Allocation*	Percentage of Market Value
School Districts		32.9%
General Obligations		32.0%
Higher Education		11.5%
Water		6.4%
Cash		3.2%
Facilities		2.7%
Airport		2.5%
Transportation		2.4%
Single Family Housing		2.1%
General Fund		1.6%
Medical		1.6%
Power		1.1%
*Total*		*100.0%*

Portfolio of Investments


Principal Amount			*Value*

	*Municipal Bonds — 96.3%*
	*Ohio — 96.3%*
$	50,000	Akron, OH, Bath Copley Joint Township Hospital District Revenue, (AGM Ins.), 5.250%, 11/15/15	$	50,600
	120,000	Akron, OH, Pension Funding Refunding Revenue, (AMBAC Ins.), 5.250%, 12/1/18		125,368
	225,000	Akron, OH, G.O., (AMBAC Ins.), 5.000%, 12/1/24		242,323
	100,000	Akron, OH, G.O., (MBIA-RE FGIC Ins.), 5.000%, 12/1/22		100,240
	70,000	Akron, OH, Refunding & Improvement, G.O., (National Reinsurance), 5.250%, 12/1/18		70,127
	200,000	Akron, OH, Refunding & Improvement, G.O., (National Reinsurance), 5.000%, 12/1/23		208,494
	100,000	Ashland, OH, Various Purposes, G.O., (National Reinsurance), 4.500%, 12/1/22		103,584
	150,000	Barberton, OH, City School District, G.O., (Student Credit Program), 5.000%, 12/1/22		173,411
	115,000	Big Walnut, OH, Local School District, G.O., (AGM Ins.), 5.000%, 12/1/22		124,995


Principal Amount			*Value*

	*Municipal Bonds — (Continued)*
	*Ohio — (Continued)*
$	205,000	Bowling Green State University, OH, General Receipts Revenue, (AMBAC Ins.), 5.250%, 6/1/19	$	213,341
	300,000	Bowling Green, OH, City School District, School Facilities Construction and Improvement, G.O., (AGM Ins.), 5.000%, 12/1/23		332,571
	320,000	Bowling Green, OH, City School District, G.O., (AGM Ins.), 5.000%, 12/1/24		351,373
	560,000	Brookfield, OH, Local School District, School Facilities Improvement, G.O., (AGM Ins.), 5.000%, 1/15/22		637,213
	250,000	Bucyrus, OH, City School District, G.O., (AGM Ins.), 5.000%, 12/1/22		277,340
	300,000	Butler County, OH, Sewer Systems Revenue, (AGM Ins.), 5.000%, 12/1/19		356,568
	170,000	Butler County, OH, G.O., (AMBAC Ins.), 4.750%, 12/1/20		182,930
	400,000	Butler County, OH, G.O., (AMBAC Ins.), 4.750%, 12/1/24		425,988
	500,000	Centerville, OH, G.O., (National Reinsurance), 5.000%, 12/1/20		533,820

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report


*Huntington Ohio Tax-Free Fund*		(Continued)


Principal Amount			*Value*

	*Municipal Bonds — (Continued)*
	*Ohio — (Continued)*
$	200,000	Chagrin Falls, OH, Exempt Village School District, G.O., (MBIA Ins.), 5.250%, 12/1/19	$	220,582
	200,000	Clark County, OH, Various Purposes, G.O., (XLCA Ins.), 5.000%, 12/1/18		232,172
	80,000	Cleveland, OH, School District Refunding, G.O., (FGIC Ins.), 5.250%, 12/1/14		83,578
	500,000	Cleveland, OH, Public Power System Revenue, Series A, (National Reinsurance, FGIC Ins.), 5.000%, 11/15/16		568,150
	500,000	Cleveland, OH, Airport System Revenue, Series C, (AGM Ins.), 5.000%, 1/1/18		553,830
	400,000	Cleveland, OH, School District Refunding, G.O., (FGIC Ins.), 5.000%, 12/1/18		416,988
	600,000	Cleveland, OH, Municipal School District, G.O., (National Reinsurance, FGIC Ins.), 5.000%, 12/1/21		625,482
	365,000	Cleveland, OH, Airport System Revenue, Series C, (Assured Guaranty), 5.000%, 1/1/23		391,430
	70,000	Cleveland, OH, Municipal School District, G.O., (National Reinsurance, FGIC Ins.), 4.500%, 12/1/24		72,657
	245,000	Cleveland, OH, Waterworks Revenue, Series P, 5.000%, 1/1/26		274,385
	250,000	Cleveland, OH, Greater Cleveland Regional Transit Authority, Capital Improvement, G.O., Series A, 5.000%, 12/1/21		284,647
	335,000	Cleveland, OH, Greater Cleveland Regional Transit Authority, Capital Improvement, G.O., Series A, (MBIA-RE FGIC Ins.), 5.000%, 12/1/21		361,944
	150,000	Clyde-Green Springs, OH, Exempted Village School District, School Facilities Construction and Improvement, G.O., (AGM Ins., Student Credit Program), 5.000%, 12/1/19		175,353
	250,000	Columbus, OH, Regional Airport Authority Revenue, (MBIA Ins.), 5.000%, 1/1/20		279,640
	100,000	Columbus, OH, Regional Airport Authority Revenue, (AGM National Reinsurance), 5.000%, 1/1/21		111,458


Principal Amount			*Value*

	*Municipal Bonds — (Continued)*
	*Ohio — (Continued)*
$	55,000	Columbus, OH, Sewer Revenue, Series A, 5.000%, 6/1/24	$	61,797
	100,000	Cuyahoga Community College District, General Receipts Revenue, Series A, 5.000%, 12/1/22		104,196
	255,000	Cuyahoga County, OH, Cleveland Clinic Health Systems, Series A, 6.000%, 1/1/17		276,377
	245,000	Cuyahoga County, OH, Cleveland Clinic Health Systems, Series A, 6.000%, 1/1/17		265,538
	200,000	Cuyahoga County, OH, Various Purposes, G.O., Series A, 5.000%, 12/1/21		241,556
	125,000	Cuyahoga County, OH, Cleveland Clinic Health Systems, Series A, 5.750%, 1/1/24		135,015
	125,000	Cuyahoga County, OH, Cleveland Clinic Health Systems, Series A, 5.750%, 1/1/24		135,015
	220,000	Dalton Local School District, School Improvement, G.O., (Student Credit Program), 5.000%, 8/1/24		250,895
	490,000	Dalton Local School District, School Improvement, G.O., (Student Credit Program), 5.000%, 8/1/25		552,132
	250,000	Dublin, OH, City School District, School Facilities Construction & Improvement, G.O., (AGM Ins.), 5.000%, 12/1/20		272,007
	445,000	Fairfield County, OH, G.O., (National Reinsurance), 5.000%, 12/1/25		472,261
	360,000	Fairfield Union, OH, Local School District, G.O., Series A, (AGM Ins.), 4.250%, 12/1/18		402,307
	150,000	Fairless, OH, Local School District, G.O., (AGM Ins.), 5.000%, 12/1/21		160,313
	155,000	Forest Hills, OH, Local School District, G.O., (AGM Ins.), 4.750%, 12/1/16		164,006
	190,000	Franklin County, OH, Municipal Facilities Improvements, G.O., (MBIA Ins.), 4.650%, 12/1/15		195,430
	35,000	Gallia, OH, Local School District, G.O., (AGM Ins.), 4.500%, 12/1/20		37,344
	300,000	Grand Valley, OH, Local School District, School Improvement, G.O., (Student Credit Program), 0.000%, 12/1/16 (a)		266,997

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report


*Huntington Ohio Tax-Free Fund*		(Continued)


Principal Amount			*Value*

	*Municipal Bonds —(Continued)*
	*Ohio — (Continued)*
$	450,000	Greene County, OH, Sewer Systems Revenue, (AMBAC Ins.), 5.000%, 12/1/18	$	512,644
	100,000	Greene County, OH, Water System Revenue, Series A, (National Reinsurance), 5.250%, 12/1/20		123,269
	275,000	Greene County, OH, Water & Sewer Revenue, (AGM Ins.), 5.000%, 12/1/21		295,908
	170,000	Hamilton County, OH, Stratford Heights Project, (AGM Ins.), 5.000%, 6/1/18		196,751
	200,000	Hamilton County, OH, Sewer Systems Revenue, Series A, (MBIA Ins.), 5.000%, 12/1/20		226,998
	280,000	Hamilton, OH, Various Purposes, G.O., (Assured Guaranty), 5.000%, 11/1/21		321,510
	200,000	Huber Heights, OH, City School District, School Improvement,G.O., 4.750%, 12/1/24		224,166
	150,000	Hudson, OH, Various Purposes, G.O., (AMBAC Ins.), 5.000%, 12/1/19		163,928
	500,000	Independence, OH, Local School District, G.O., 0.000%, 12/1/18 (a)		422,900
	75,000	Independence, OH, Rockside Road Improvement, G.O., (AMBAC Ins.), 5.000%, 12/1/20		83,292
	160,000	Jackson, OH, Local School District, Stark and Summit Counties, G.O., (AGM Ins.), 5.000%, 12/1/18		174,069
	100,000	Kenston, OH, Local School District, G.O., 5.000%, 12/1/20		122,621
	335,000	Kent State University, OH, General Receipts Revenue, G.O., Series B, (Assured Guaranty), 5.000%, 5/1/19		397,608
	615,000	Kent State University, OH, General Receipts Revenue, Series B, 5.000%, 5/1/23		695,294
	50,000	Kettering, OH, City School District, School Improvement, G.O., (AGM Ins.), 4.750%, 12/1/19		56,573
	400,000	Kettering, OH, City School District, G.O., (AGM Ins.), 4.750%, 12/1/22		440,552
	95,000	Keystone, OH, Local School District, G.O., (AGM Ins.), 5.000%, 12/1/19		101,336
	100,000	Lake, OH, Local School District, Stark County School Improvement, G.O., (AGM Ins.), 5.000%, 12/1/18		110,035


Principal Amount			*Value*

	*Municipal Bonds —(Continued)*
	*Ohio — (Continued)*
$	285,000	Lakewood City, OH, School District, G.O., (AGM Ins.), 5.000%, 12/1/18	$	305,340
	300,000	Licking Heights, OH, Local School District, G.O., (National Reinsurance, FGIC Ins.), 4.750%, 12/1/20		329,991
	250,000	Lorain, OH, City School District, G.O., (National Reinsurance), 4.750%, 12/1/25		256,442
	250,000	Marysville, OH, Exempted Village School District, G.O., (AGM Ins.), 5.000%, 12/1/23		271,655
	50,000	Marysville, OH, Exempted Village School District, G.O., (AGM Ins.), 5.000%, 12/1/24		53,946
	125,000	Medina County, OH, Library District, G.O., 0.000%, 12/1/19 (a)		100,883
	600,000	Medina County, OH, Library District, G.O., (FGIC Ins.), 5.250%, 12/1/20		655,062
	500,000	Middletown, OH, G.O., (AGM Ins.), 5.000%, 12/1/21		579,000
	540,000	Montgomery County, OH, Refunding & Improvement, G.O., (National Reinsurance), 5.000%, 12/1/21		585,819
	200,000	Mount Healthy, OH, City School District, G.O., (AGM Ins.), 5.250%, 12/1/19		238,628
	250,000	Mount Healthy, OH, City School District, G.O., (AGM Ins.), 5.000%, 12/1/25		277,245
	50,000	Mount Vernon, OH, City School District, G.O., (AGM Ins.), 5.000%, 12/1/17		55,001
	300,000	Northwest, OH, Local School District, Stark, Summit & Wayne Counties, G.O., 0.000%, 12/1/19 (a)		243,444
	200,000	Ohio Capital Asset Financing Program Fractionalized Interests, G.O., Series B, 5.000%, 12/1/22		225,974
	145,000	Ohio Housing Finance Agency, Single-Family Mortgage Revenue, Series 1, 2.650%, 5/1/17		144,711
	410,000	Ohio Housing Finance Agency, Single-Family Mortgage Revenue, Series 3, 2.550%, 11/1/17		416,445
	370,000	Ohio Housing Finance Agency, Single-Family Mortgage Revenue, Series 1, 3.250%, 5/1/20		367,373
	75,000	Ohio State, G.O., Series A, 5.000%, 9/15/17		85,271
	500,000	Ohio State, G.O., Series A, 5.000%, 9/15/19		564,235

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report


*Huntington Ohio Tax-Free Fund*		(Continued)


Principal Amount			*Value*

	*Municipal Bonds —(Continued)*
	*Ohio — (Continued)*
$	100,000	Ohio State, Infrastructure Improvement, G.O., Series A, 5.000%, 3/1/20	$	113,572
	75,000	Ohio State, G.O., Series C, 5.000%, 8/1/20		93,647
	175,000	Ohio State, G.O., Series A, 5.000%, 9/1/20		205,371
	350,000	Ohio State, G.O., Series D, 5.000%, 9/15/20		397,778
	725,000	Ohio State, Revitalization Project Revenue, Series A, (AMBAC Ins.), 5.000%, 4/1/21		802,988
	150,000	Ohio State, G.O., Series D, 5.000%, 9/15/21		170,150
	500,000	Ohio State, G.O., Series C, 4.250%, 9/15/22		589,360
	655,000	Ohio State, G.O., Series A, 5.375%, 9/1/23		760,180
	130,000	Ohio State, Infrastructure Improvement, G.O., Series A, 5.000%, 9/1/23		145,092
	750,000	Ohio State, G.O., Series A, 4.500%, 9/15/23		810,142
	1,100,000	Ohio State, G.O., Series A, 4.500%, 9/15/24		1,182,181
	100,000	Ohio State, G.O., Series A, 4. 500%, 9/15/25		106,608
	150,000	Ohio State , Parks & Recreation Revenue, Series II-A, (AGM Ins.), 5.000%, 12/1/17		161,295
	225,000	Ohio State , Conservation Projects, G.O., Series A, 5.000%, 3/1/19		246,118
	75,000	Ohio State , Higher Education, G.O., Series A, 5.000%, 5/1/21		79,637
	550,000	Ohio State , Common Schools, G.O., Series A, 5.000%, 6/15/21		605,242
	300,000	Ohio State , Higher Education, G.O., Series A, 5.000%, 5/1/22		318,549
	150,000	Ohio State , Common Schools, G.O., Series A, 5.000%, 6/15/22		164,567
	670,000	Ohio State , Higher Education, G.O., Series A, 5.000%, 2/1/24		741,851
	400,000	Ohio State , Common Schools, G.O., Series B, 5.000%, 3/15/24		432,364
	150,000	Ohio State , Common Schools, G.O., Series A, 5.000%, 6/15/24		163,386


Principal Amount			*Value*

	*Municipal Bonds —(Continued)*
	*Ohio — (Continued)*
$	150,000	Ohio State Building Authority, State Facilities Arts Building, Fund Project Revenue, Series A, 5.000%, 4/1/16	$	157,788
	400,000	Ohio State Building Authority, Administration Building Fund Revenue, Series A, 5.000%, 10/1/23		453,916
	430,000	Ohio State Building Authority, State Facilities Administration Building Fund Revenue, Series A, (AGM Ins.), 5.000%, 4/1/24		455,955
	100,000	Ohio State Cultural and Sports Capital Facilities Revenue, Series A, (AGM Ins.), 5.000%, 4/1/17		111,291
	250,000	Ohio State Higher Educational Facility Commission, Denison University Project Revenue, 5.000%, 11/1/20		269,972
	50,000	Ohio State Major New Street Infrastructure Project Revenue, Series 2008-1, 5.500%, 6/15/20		60,565
	1,000,000	Ohio State Turnpike Commission Revenue, Series A, (FGIC Ins.), 5.500%, 2/15/20		1,238,030
	170,000	Ohio State University, Revenue, Series A, 5.000%, 6/1/25		185,008
	280,000	Ohio State University, Revenue, Series A, 5.000%, 12/1/26		316,364
	200,000	Ohio University, General Receipts Revenue , 5.000%, 12/1/18		235,832
	500,000	Olentangy, OH, Local School District, G.O., Series A, (AGM Ins.), 5.000%, 12/1/18		578,260
	300,000	Olentangy, OH, Local School District, G.O., Series A, (AGM Ins.), 5.000%, 12/1/21		338,037
	700,000	Olentangy, OH, Local School District, G.O., Series A, (AGM Ins.), 5.000%, 12/1/22		788,228
	500,000	Plain City, OH , Local School District, G.O., (Student Credit Program), 5.000%, 11/1/18		595,550
	100,000	Reynoldsburg, OH, City School District, School Facilities Construction and Improvement, G.O., (Student Credit Program), 5.000%, 12/1/20		116,382
	470,000	River Valley, OH, Local School District, G.O., (AGM Ins., Student Credit Program), 5.250%, 11/1/23		565,739

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report


*Huntington Ohio Tax-Free Fund*		(Continued)


Principal Amount			*Value*

	*Municipal Bonds — (Continued)*
	*Ohio — (Continued)*
$	1,040,000	Shaker Heights, OH, Urban Renewal Refunding, G.O., (AMBAC Ins.), 5.000%, 12/1/17	$	1,112,592
	300,000	Sheffield Lake, OH, City School District, School Improvement, G.O., 5.000%, 12/1/25		334,782
	780,000	Southwest Licking, OH, Local School District, G.O., (AMBAC Ins.), 5.000%, 12/1/19		834,990
	500,000	South-Western City School District, (AGM Ins.), 4.750%, 12/1/22		551,140
	150,000	Springboro, OH, Various Purposes, G.O., 5.000%, 12/1/18		180,711
	125,000	Springfield City, OH, School District, (AGM Ins., Student Credit Program), 5.000%, 12/1/21		139,463
	235,000	Swanton, OH, Local School District, School Improvement, G.O., (FGIC Ins.), 4.900%, 12/1/15		237,841
	225,000	Toledo, OH, Sewer System Revenue, (AMBAC Ins.), 5.000%, 11/15/18		237,733
	700,000	Toledo, OH, Waterworks Revenue, (MBIA Ins.), 5.000%, 11/15/19		781,235
	350,000	Toledo, OH, School Facilities Improvement, G.O., Series B, (AGM Ins., Student Credit Program), 5.000%, 12/1/21		375,459
	450,000	Toledo, OH, City School District, Series B, (FGIC Ins.), 5.000%, 12/1/21		482,733
	300,000	Toledo, OH, Waterworks Revenue, (MBIA-RE FGIC Ins.), 5.000%, 11/15/22		327,894
	400,000	Troy, OH, City School District, School Improvement, G.O., (AGM Ins.), 5.000%, 12/1/18		435,476
	800,000	Troy, OH, G.O., 4.750%, 12/1/22		847,144
	320,000	Troy, OH, G.O., 4.750%, 12/1/24		335,782
	75,000	Trumbull County, OH, G.O., Series B, (AGM Ins.), 5.000%, 12/1/20		88,806
	235,000	Twinsburg, OH , Local School District Refunding, G.O., (FGIC Ins.), 5.000%, 12/1/18		258,507
	350,000	University of Akron, OH, General Receipts Revenue, Series A, (AGM Ins.), 5.000%, 1/1/21		394,859
	500,000	University of Akron, OH, General Receipts Revenue, Series B, (AGM Ins.), 5.250%, 1/1/24		555,460


Principal Amount			*Value*

	*Municipal Bonds — (Continued)*
	*Ohio — (Continued)*
$	500,000	University of Cincinnati, OH, General Receipts Revenue, Series A, (AMBAC Ins.), 5.000%, 6/1/17	$	560,715
	300,000	University of Cincinnati, OH, General Receipts Revenue, Series A, (AMBAC Ins.), 5.000%, 6/1/19		341,436
	300,000	University of Cincinnati, OH, General Receipts Revenue, Series A, (AMBAC Ins.), 5.000%, 6/1/19		332,409
	500,000	University of Cincinnati, OH, General Receipts Revenue, Series A, (AGM Ins.), 5.000%, 6/1/20		558,020
	500,000	University of Cincinnati, OH, General Receipts Revenue, Series A, (MBIA Ins.), 5.000%, 6/1/22		557,200
	400,000	University of Toledo, OH, General Receipts Revenue, Series A, (AMBAC Ins.), 5.000%, 6/1/19		448,440
	50,000	Warren County, OH, Waterworks Refunding Revenue, (AGM Ins.), 5.000%, 12/1/15		52,047
	150,000	Warren County, OH, Waterworks Refunding Revenue, (AGM Ins.), 5.000%, 12/1/18		155,669
	650,000	Washington Court House, OH, School Improvements, G.O., (National Reinsurance, FGIC Ins.), 5.000%, 12/1/19		714,668
	200,000	Westerville, OH, City School District, G.O., (National Reinsurance), 5.000%, 12/1/17		217,858
	125,000	Westerville, OH, G.O., (AMBAC Ins.), 5.000%, 12/1/23		142,645
	300,000	Wyoming, OH, School District, Refunding School Improvement, G.O., (AGM Ins.), 5.000%, 12/1/20		329,847
	400,000	Zanesville, OH, City School District, School Improvement, G.O., (Student Credit Program), 4.500%, 12/1/19		470,540
	50,000	Zanesville, OH, City School District, School Improvement, G.O., (Student Credit Program), 3.750%, 12/1/21		53,973
	*Total Municipal Bonds (Cost $49,339,718)*			*51,786,756*

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report


*Huntington Ohio Tax-Free Fund*		(Continued)


*Shares*			*Value*

	*Cash Equivalents — 3.2%*
	1,723,862	Fidelity Institutional Tax-Exempt Money Market Portfolio, Class I, 0.01% (b)	$	1,723,862
	*Total Cash Equivalents (Cost $1,723,862)*			*1,723,862*
	Total Investments (Cost $51,063,580) — 99.5%			*53,510,618*
	*Other Assets in Excess of Liabilities — 0.5%*			*258,672*
	*Net Assets — 100.0%*		$	*53,769,290*

(a)

Zero coupon capital appreciation bond.

(b)

Rate disclosed is the seven day yield as of December 31, 2011.

AGM — Assured Guaranty Municipal Corp.

AMBAC — American Municipal Bond Assurance Corp.

BAN — Bond Anticipation Note

FGIC — Financial Guaranty Insurance Co.

FHLMC — Federal Home Loan Mortgage Corporation

FNMA — Federal National Mortgage Association

GNMA — Government National Mortgage Association

G.O. — General Obligation

MBIA — Municipal Bond Insurance Association

XLCA — XL Capital Assurance, Inc.

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report



*Huntington Short/Intermediate Fixed Income Securities Fund*		December 31, 2011


*Portfolio of Investments Summary Table*		(unaudited)


*Asset Allocation*	Percentage of Market Value
Corporate Bonds		63.8%
U.S. Government Agencies		31.1%
U.S. Treasury Obligations		4.8%
Cash¹		0.3%
*Total*		*100.0%*

1	Investments in an affiliated money market fund.

Portfolio of Investments


Principal Amount			*Value*

	*Corporate Bonds — 63.5%*
	*Consumer Discretionary — 3.7%*
$	1,000,000	Home Depot, Inc., 5.250%, 12/16/13	$	1,085,906
	1,000,000	Johnson Controls, Inc., 4.875%, 9/15/13		1,059,843
	1,000,000	McDonald’s Corp., MTN, 4.300%, 3/1/13		1,041,587
	2,000,000	TCM Sub LLC, 3.550%, 1/15/15 (a)		2,073,482
	2,000,000	Time Warner, Inc., 3.150%, 7/15/15		2,080,240
	1,000,000	Walt Disney Co./The, 4.500%, 12/15/13		1,076,377
				8,417,435
	*Consumer Staples — 4.9%*
	2,000,000	Coca-Cola Enterprises, Inc., 1.125%, 11/12/13		2,006,380
	1,000,000	CVS Caremark Corp., 4.875%, 9/15/14		1,093,541
	1,585,000	General Mills, Inc., 5.250%, 8/15/13		1,693,855
	1,000,000	H.J. Heinz Co., 5.350%, 7/15/13		1,067,473
	2,000,000	Kellogg Co., 5.125%, 12/3/12		2,078,574
	2,000,000	Safeway, Inc., 5.800%, 8/15/12		2,053,700
	1,000,000	Sysco Corp., 4.200%, 2/12/13		1,037,354
				11,030,877
	*Energy — 4.4%*
	1,000,000	Apache Corp., 6.000%, 9/15/13		1,089,413
	1,000,000	ConocoPhillips, 4.750%, 2/1/14		1,080,019
	2,000,000	Kinder Morgan Energy Partners LP, 5.125%, 11/15/14		2,163,656
	1,000,000	Noble Corp., 5.875%, 6/1/13		1,059,989


Principal Amount			*Value*

	*Corporate Bonds — (continued)*
	*Energy — (continued)*
$	2,000,000	Schlumberger Norge AS, 1.950%, 9/14/16 (a)	$	2,023,534
	2,250,000	Spectra Energy Capital LLC, 5.900%, 9/15/13		2,395,600
				9,812,211
	*Financials — 17.3%*
	2,000,000	American Express Credit Co., MTN, 2.750%, 9/15/15		2,010,608
	2,000,000	Bank of America Corp., MTN, 1.848%, 1/30/14 (b)		1,805,644
	2,000,000	Bank of New York Mellon Corp./The, 2.950%, 6/18/15		2,074,122
	2,000,000	Bank of Nova Scotia, 2.375%, 12/17/13		2,053,398
	2,000,000	BB&T Corp., 5.200%, 12/23/15		2,141,196
	1,000,000	Boeing Capital Corp., 3.250%, 10/27/14		1,064,797
	2,000,000	Canadian Imperial Bank of Commerce, 1.450%, 9/13/13		1,999,954
	1,000,000	Charles Schwab Corp./The, 4.950%, 6/1/14		1,083,745
	1,500,000	Citigroup, Inc., 6.010%, 1/15/15		1,567,058
	2,000,000	Fifth Third Bancorp, 3.625%, 1/25/16		2,029,184
	2,500,000	General Electric Capital Corp., 2.250%, 11/9/15		2,511,177
	1,500,000	Goldman Sachs Group, Inc., 5.500%, 11/15/14		1,545,404
	2,000,000	HSBC Bank PLC, 3.500%, 6/28/15 (a)		2,016,148

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report


*Huntington Short/Intermediate Fixed Income Securities Fund*		(Continued)


Principal Amount			*Value*

	*Corporate Bonds — (continued)*
	*Financials — (continued)*
$	1,000,000	KeyBank NA, 5.091%, 3/26/15	$	1,072,171
	2,000,000	Manulife Financial Corp., 3.400%, 9/17/15		2,011,154
	2,000,000	MetLife Global Funding I, 3.125%, 1/11/16 (a)		2,052,300
	2,000,000	Morgan Stanley, MTN, 2.953%, 5/14/13 (b)		1,920,444
	2,000,000	Prudential Financial, Inc., 3.875%, 1/14/15		2,071,528
	2,000,000	Royal Bank of Canada, MTN, 2.100%, 7/29/13		2,030,370
	2,000,000	US Bank NA, 4.950%, 10/30/14		2,173,590
	1,500,000	Wells Fargo & Co., Series I, 3.750%, 10/1/14		1,583,574
				38,817,566
	*Health Care — 8.6%*
	2,014,000	Cardinal Health, Inc., 4.000%, 6/15/15		2,155,298
	2,232,000	Celgene Corp., 2.450%, 10/15/15		2,261,190
	2,000,000	Covidien International Finance SA, 2.800%, 6/15/15		2,076,210
	2,000,000	Howard Hughes Medical Institute, 3.450%, 9/1/14		2,132,998
	2,000,000	McKesson Corp., 3.250%, 3/1/16		2,116,646
	1,000,000	Medco Health Solutions, Inc., 6.125%, 3/15/13		1,055,250
	2,000,000	Medtronic, Inc., 3.000%, 3/15/15		2,112,050
	1,000,000	Medtronic, Inc., 2.625%, 3/15/16		1,035,741
	1,200,000	St. Jude Medical, Inc., 3.750%, 7/15/14		1,272,581
	2,000,000	Thermo Fisher Scientific, Inc., 3.200%, 5/1/15		2,113,990
	1,000,000	Wyeth, 5.500%, 3/15/13		1,057,103
				19,389,057
	*Industrials — 7.4%*
	1,000,000	3M Co., MTN, 4.375%, 8/15/13		1,062,977
	2,000,000	Anheuser-Busch InBev Worldwide, Inc., 2.500%, 3/26/13		2,036,970
	2,000,000	Danaher Corp., 2.300%, 6/23/16		2,078,776
	2,000,000	Eaton Corp., 4.900%, 5/15/13		2,106,750
	1,000,000	Emerson Electric Co., 4.625%, 10/15/12		1,031,856
	2,000,000	Harsco Corp., 2.700%, 10/15/15		2,062,656
	1,500,000	JB Hunt Transport Services, Inc., 3.375%, 9/15/15		1,520,133


Principal Amount			*Value*

	*Corporate Bonds — (continued)*
	*Industrials — (continued)*
$	1,000,000	Nabors Industries, Inc., 5.375%, 8/15/12	$	1,022,103
	1,500,000	Northrop Grumman Corp., 3.700%, 8/1/14		1,584,520
	1,000,000	Raytheon Co., 1.625%, 10/15/15		1,006,850
	1,000,000	Shell International Finance BV, 4.000%, 3/21/14		1,074,840
				16,588,431
	*Information Technology — 4.8%*
	1,000,000	Broadcom Corp., 2.375%, 11/1/15		1,023,647
	1,000,000	Dell, Inc., 4.700%, 4/15/13		1,046,934
	1,000,000	Dell, Inc., 2.300%, 9/10/15		1,021,755
	1,500,000	Hewlett-Packard Co., 4.250%, 2/24/12		1,506,753
	2,000,000	Oracle Corp., 4.950%, 4/15/13		2,112,096
	2,000,000	Symantec Corp., 2.750%, 9/15/15		2,033,254
	2,000,000	Texas Instruments, Inc., 2.375%, 5/16/16		2,083,342
				10,827,781
	*Materials — 5.6%*
	2,000,000	Air Products & Chemicals, Inc., 2.000%, 8/2/16		2,054,098
	2,000,000	Barrick Gold Corp., 2.900%, 5/30/16		2,052,686
	1,000,000	Nucor Corp., 4.875%, 10/1/12		1,026,735
	1,000,000	Nucor Corp., 5.000%, 12/1/12		1,036,019
	2,000,000	Potash Corp. of Saskatchewan, Inc., 3.750%, 9/30/15		2,144,268
	2,000,000	PPG Industries, Inc., 5.750%, 3/15/13		2,108,028
	2,000,000	Sherwin-Williams Co./The, 3.125%, 12/15/14		2,107,454
				12,529,288
	*Real Estate Investment Trusts — 1.4%*
	1,000,000	HCP, Inc., 2.700%, 2/1/14		998,546
	2,060,000	Simon Property Group LP, 4.200%, 2/1/15		2,184,473
				3,183,019
	*Telecommunication Services — 1.8%*
	2,000,000	AT&T, Inc., 2.400%, 8/15/16		2,040,574
	1,000,000	Verizon Communications, Inc., 1.950%, 3/28/14		1,020,656
	1,000,000	Verizon Wireless, 7.375%, 11/15/13		1,113,440
				4,174,670

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report


*Huntington Short/Intermediate Fixed Income Securities Fund*		(Continued)


Principal Amount			*Value*

	*Corporate Bonds — (continued)*
	*Utilities — 3.6%*
$	1,500,000	FPL Group Capital, Inc., 5.350%, 6/15/13	$	1,582,335
	1,000,000	Indiana Michigan Power Co., 6.375%, 11/1/12		1,041,056
	2,000,000	PSEG Power LLC, 2.500%, 4/15/13		2,031,616
	1,262,000	Southern Co., 4.150%, 5/15/14		1,348,130
	1,000,000	Southern Co., 2.375%, 9/15/15		1,024,511
	1,000,000	Wisconsin Public Service Corp., 4.875%, 12/1/12		1,036,326
				8,063,974
	*Total Corporate Bonds (Cost $139,883,718)*			*142,834,309*
	*U.S. Government Agencies — 30.9%*
	*Federal Agricultural Mortgage Corporation — 1.4%*
	3,000,000	3.250%, 6/25/14		3,184,092
	*Federal Farm Credit Bank — 3.6%*
	3,000,000	2.125%, 6/18/12		3,026,760
	3,000,000	1.875%, 12/7/12		3,044,790
	2,000,000	3.400%, 2/7/13		2,067,972
				8,139,522
	*Federal Home Loan Bank — 12.8%*
	2,000,000	1.125%, 5/18/12		2,007,532
	2,000,000	1.875%, 6/20/12		2,015,888
	1,000,000	1.625%, 9/26/12		1,010,036
	3,000,000	1.625%, 6/14/13		3,055,071
	1,000,000	4.375%, 9/13/13		1,067,107
	3,000,000	1.000%, 9/13/13		3,030,516
	6,000,000	1.375%, 5/28/14		6,118,242
	2,000,000	3.250%, 9/12/14		2,141,160
	2,000,000	1.375%, 9/12/14		2,041,192
	2,000,000	4.750%, 11/14/14		2,233,492
	2,000,000	1.750%, 9/11/15		2,066,132
	2,000,000	1.900%, 12/29/15		2,077,442
				28,863,810
	Federal Home Loan Mortgage Corporation — 0.9%
	2,000,000	2.175%, 2/19/14		2,070,334


Principal Amount or Shares			*Value*

	*U.S. Government Agencies — (continued)*
	*Federal National Mortgage Association — 12.2%*
$	2,000,000	1.250%, 6/22/12	$	2,010,532
	5,000,000	0.625%, 9/24/12		5,016,895
	5,000,000	1.125%, 9/17/13		5,056,985
	3,000,000	1.250%, 2/27/14		3,043,374
	4,000,000	1.500%, 9/8/14		4,080,052
	3,000,000	1.300%, 11/17/14		3,057,210
	3,000,000	1.625%, 10/26/15		3,074,424
	2,000,000	0.984%, 6/7/16 (b)		2,005,820
				27,345,292
	Total U.S. Government Agencies (Cost $68,387,526)			69,603,050
	*U.S. Treasury Obligations — 4.8%*
	*U.S. Treasury Notes — 4.8%*
	4,000,000	0.750%, 6/15/14		4,043,436
	1,500,000	2.125%, 12/31/15		1,590,937
	5,000,000	1.000%, 8/31/16		5,054,690
	Total U.S. Treasury Obligations (Cost $10,546,584)			10,689,063
	*Cash Equivalents — 0.3%*
	791,255	Huntington Money Market Fund, Interfund Shares, 0.010% (c) (d)		791,255
	*Total Cash Equivalents (Cost $791,255)*			*791,255*
	Total Investments (Cost $219,609,083) — 99.5%			*223,917,677*
	*Other Assets in Excess of Liabilities — 0.5%*			*1,023,554*
	*Net Assets — 100.0%*		$	*224,941,231*

(a)

(b)

Variable or Floating Rate Security. Rate disclosed is as of December 31, 2011.

(c)

Investment in affiliate.

(d)

Rate disclosed is the seven day yield as of December 31, 2011.

LLC — Limited Liability Co.

LP — Limited Partnership

MTN — Medium Term Note

PLC — Public Liability Co.

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report



*Huntington Balanced Allocation Fund*		December 31, 2011


*Portfolio of Investments Summary Table*		(unaudited)


*Asset Allocation*	Percentage of Market Value
Equity Mutual Funds¹		64.9%
Fixed Income Mutual Funds¹		33.7%
Cash¹		1.4%
*Total*		*100.0%*

1	Investments in affiliated funds.

Portfolio of Investments


*Shares*			*Value*

	*Mutual Funds — 98.9% (a)*
	132,499	Huntington Dividend Capture Fund, Trust Shares	$	1,180,570
	188,255	Huntington Fixed Income Securities Fund, Trust Shares		4,252,688
	61,960	Huntington Global Select Markets Fund, Trust Shares		579,943
	140,003	Huntington Growth Fund, Trust Shares		3,469,274
	154,241	Huntington Income Equity Fund, Trust Shares		3,231,359
	178,067	Huntington Intermediate Government Income Fund, Trust Shares		1,985,449
	247,908	Huntington International Equity Fund, Trust Shares		2,501,390
	324,432	Huntington Macro 100 Fund, Trust Shares		3,085,349
	81,934	Huntington Mid Corp America Fund, Trust Shares		1,127,411
	122,797	Huntington Mortgage Securities Fund, Trust Shares		1,137,097
	92,225	Huntington New Economy Fund, Trust Shares *		820,805


*Shares*			*Value*

	*Mutual Funds — (continued)*
	97,946	Huntington Short/Intermediate Fixed Income Securities Fund, Trust Shares	$	1,967,727
	101,611	Huntington Situs Fund, Trust Shares*		1,984,456
	*Total Mutual Funds (Cost $25,787,054)*			*27,323,518*
	*Cash Equivalents — 1.4%*
	392,902	Huntington Money Market Fund, Interfund Shares, 0.010% (a) (b)		392,902
	*Total Cash Equivalents (Cost $392,902)*			*392,902*
	Total Investments (Cost $26,179,956) — 100.3%			*27,716,420*
	*Liabilities in Excess of Other Assets — (0.3)%*			*(74,503)*
	*Net Assets — 100.0%*		$	*27,641,917*

(a)

Investment in affiliate.

(b)

Rate disclosed is the seven day yield as of December 31, 2011.

*	Non-income producing security.

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report

100



*Huntington Conservative Allocation Fund*		December 31, 2011


*Portfolio of Investments Summary Table*		(unaudited)


*Asset Allocation*	Percentage of Market Value
Fixed Income Mutual Funds¹		74.6%
Equity Mutual Funds¹		24.3%
Cash¹		1.1%
*Total*		*100.0%*

1	Investments in affiliated funds.

Portfolio of Investments


*Shares*			*Value*

	*Mutual Funds — 98.9% (a)*
	27,866	Huntington Dividend Capture Fund, Trust Shares	$	248,290
	233,701	Huntington Fixed Income Securities Fund, Trust Shares		5,279,315
	13,036	Huntington Global Select Markets Fund, Trust Shares		122,014
	29,481	Huntington Growth Fund, Trust Shares		730,551
	32,415	Huntington Income Equity Fund, Trust Shares		679,101
	221,057	Huntington Intermediate Government Income Fund, Trust Shares		2,464,781
	52,051	Huntington International Equity Fund, Trust Shares		525,195
	68,236	Huntington Macro 100 Fund, Trust Shares		648,927
	17,225	Huntington Mid Corp America Fund, Trust Shares		237,016
	152,459	Huntington Mortgage Securities Fund, Trust Shares		1,411,773


*Shares*			*Value*

	*Mutual Funds — (Continued)*
	19,422	Huntington New Economy Fund, Trust Shares*	$	172,852
	121,593	Huntington Short/Intermediate Fixed Income Securities Fund, Trust Shares		2,442,796
	21,378	Huntington Situs Fund, Trust Shares*		417,503
	*Total Mutual Funds (Cost $14,661,411)*			*15,380,114*
	*Cash Equivalents — 1.1%*
	166,086	Huntington Money Market Fund, Interfund Shares, 0.010% (a) (b)		166,086
	*Total Cash Equivalents (Cost $166,086)*			*166,086*
	Total Investments (Cost $14,827,497) — 100.0%			*15,546,200*
	*Liabilities in Excess of Other Assets — (0.0)%*			*(1,911)*
	*Net Assets — 100.0%*		$	*15,544,289*

(a)

Investment in affiliate.

(b)

Rate disclosed is the seven day yield as of December 31, 2011.

*	Non-income producing security.

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report

101



*Huntington Growth Allocation Fund*		December 31, 2011


*Portfolio of Investments Summary Table*		(unaudited)


*Asset Allocation*	Percentage of Market Value
Equity Mutual Funds¹		85.5%
Fixed Income Mutual Funds¹		13.4%
Cash¹		1.1%
*Total*		*100.0%*

1	Investments in affiliated funds.

Portfolio of Investments


*Shares*			*Value*

	*Mutual Funds — 99.0% (a)*
	136,431	Huntington Dividend Capture Fund, Trust Shares	$	1,215,602
	58,216	Huntington Fixed Income Securities Fund, Trust Shares		1,315,105
	63,772	Huntington Global Select Markets Fund, Trust Shares		596,904
	144,129	Huntington Growth Fund, Trust Shares		3,571,521
	158,793	Huntington Income Equity Fund, Trust Shares		3,326,710
	55,065	Huntington Intermediate Government Income Fund, Trust Shares		613,972
	255,102	Huntington International Equity Fund, Trust Shares		2,573,980
	334,003	Huntington Macro 100 Fund, Trust Shares		3,176,372
	84,335	Huntington Mid Corp America Fund, Trust Shares		1,160,455
	37,969	Huntington Mortgage Securities Fund, Trust Shares		351,592
	94,981	Huntington New Economy Fund, Trust Shares *		845,332


*Shares*			*Value*

	*Mutual Funds —(Continued)*
	30,287	Huntington Short/Intermediate Fixed Income Securities Fund, Trust Shares	$	608,465
	104,590	Huntington Situs Fund, Trust Shares *		2,042,634
	*Total Mutual Funds (Cost $19,992,654)*			*21,398,644*
	*Cash Equivalents — 1.1%*
	242,736	Huntington Money Market Fund, Interfund Shares, 0.010% (a) (b)		242,736
	*Total Cash Equivalents (Cost $242,736)*			*242,736*
	Total Investments (Cost $20,235,390) — 100.1%			*21,641,380*
	*Liabilities in Excess of Other Assets — (0.1)%*			*(23,081)*
	*Net Assets — 100.0%*		$	*21,618,299*

(a)

Investment in affiliate.

(b)

Rate disclosed is the seven day yield as of December 31, 2011.

*	Non-income producing security.

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report

102

Statements of Assets and Liabilities

December 31, 2011


	Huntington Tax Free Money Market Fund			Huntington Money Market Fund			Huntington Ohio Municipal Money Market Fund			Huntington U.S. Treasury Money Market Fund
*Assets:*
Investments, at cost	$	87,622,719		$	393,586,326		$	137,309,016		$	274,944,247
Investments, at value	$	87,622,719		$	389,788,826		$	137,309,016		$	209,153,147
Investments in affiliated securities, at value		—			—			—			—
Investments in repurchase agreements, at cost		—			3,797,500			—			65,791,100
Total investments		87,622,719			393,586,326			137,309,016			274,944,247
Cash		—			—			—			—
Foreign currencies, at value (Cost $-, $-, $-, $-, $-, $-, $6, $-, $- and $797)		—			—			—			—
Income receivable		115,004			450,085			127,447			60
Receivable for investments sold		4,310,000			39,999,356			7,930,000			59,998,655
Receivable for shares sold		—			22,535			—			—
Receivable from advisor		10,386			25,393			5,820			83,424
Tax reclaims receivable		—			—			—			—
Prepaid expenses and other assets		11,916			20,409			16,732			22,375
Total assets		92,070,025			434,104,104			145,389,015			335,048,761
*Liabilities:*
Payable to custodian		3,500			10,033			5,685			3,971
Options written, at value (premium received $-, $-, $-, $-, $1,280,648, $37,399, $31,019, $-, $- and $-)		—			—			—			—
Income distribution payable		812			2,633			954			167
Payable for investments purchased		—			—			247,269			—
Payable for shares redeemed		—			—			—			—
Accrued expenses and other payables
Investment advisor fees		—			—			—			—
Administration fees		15,305			61,567			27,025			53,105
Custodian fees		3,621			18,288			6,344			15,616
Financial administration fees		1,550			729			1,736			470
Distribution service fee		—			—			—			—
Shareholder services fee		—			—			—			—
Transfer agent fees		3,978			12,823			6,484			10,654
Compliance service fees		862			3,822			1,533			4,038
Other		12,057			70,153			22,307			52,940
Total Liabilities		41,685			180,048			319,337			140,961
*Net Assets*	$	92,028,340		$	433,924,056		$	145,069,678		$	334,907,800

*Net Assets consist of:*
Paid in capital	$	92,161,771		$	433,940,520		$	145,363,585		$	334,908,821
Net unrealized appreciation (depreciation) of investments, options and translations of assets and liabilities in foreign currency		—			—			—			—
Accumulated net realized gain (loss) on investments, options and foreign currency transactions		(133,431	)		(16,464	)		(293,907	)		(949	)
Accumulated net investment income (loss)		—			—			—			(72	)
*Net Assets*	$	92,028,340		$	433,924,056		$	145,069,678		$	334,907,800

*Net Assets:*
Trust Shares	$	73,146,586		$	262,066,967		$	61,211,876		$	251,703,705
Class A Shares	$	18,881,754		$	97,936,101		$	83,857,802		$	83,204,095
InterFund Shares	$	—		$	73,920,988		$	—		$	—
*Shares Outstanding: (unlimited number of shares authorized, no par value):*
Trust Shares		73,246,736			262,539,616			61,376,962			251,678,195
Class A Shares		18,914,309			97,907,983			83,979,137			83,233,660
InterFund Shares		—			73,936,932			—			—
*Net Asset Value, Redemption Price and Offering Price Per Share:*
Trust Shares	$	1.00		$	1.00		$	1.00		$	1.00
Class A Shares	$	1.00		$	1.00		$	1.00		$	1.00
InterFund Shares	$	—		$	1.00		$	—		$	—
*Offering Price Per Share* (100%/100%-maximum sales charge) of net asset value adjusted to the nearest cent) per share:
Class A Shares	$	—		$	—		$	—		$	—
*Maximum Sales Charge:*
Class A Shares		—			—			—			—

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report

103


Huntington Disciplined Equity Fund			Huntington Dividend Capture Fund			Huntington Global Select Markets Fund			Huntington Growth Fund			Huntington Income Equity Fund			Huntington International Equity Fund

$	67,802,874		$	139,770,192		$	43,076,045		$	112,636,010		$	110,853,123		$	251,679,006
$	66,249,183		$	142,618,944		$	39,325,248		$	116,755,460		$	117,310,714		$	255,140,087
	5,320,691			1,668,276			15,861			7,003,037			1,958,941			8,602,735
	—			—			—			—			—			—
	71,569,874			144,287,220			39,341,109			123,758,497			119,269,655			263,742,822
	—			13,370			—			—			—			20,689
	—			—			14			—			—			886
	98,918			477,936			95,465			143,332			408,716			583,302
	—			—			—			11,784,768			—			58,299
	272,585			100,916			59,958			74,135			76,169			155,099
	—			—			—			—			—			—
	—			—			9,496			—			—			341,305
	36,941			8,612			16,654			13,001			11,722			11,628
	71,978,318			144,888,054			39,522,696			135,773,733			119,766,262			264,914,030

	—			—			—			4,300			4,975			—
	500,229			12,200			480			—			—			—
	—			—			—			—			—			—
	442,749			—			—			7,809,035			—			—
	4,212			43,380			31,816			136,589			113,633			482,519

	27,464			90,438			36,413			65,436			58,737			226,638
	10,712			21,971			6,262			19,871			17,837			41,294
	2,440			5,934			9,804			6,102			5,051			22,082
	1,763			1,940			7,095			1,197			1,320			2,602
	1,175			5,558			117			1,635			1,134			1,761
	14,698			30,146			8,592			27,265			24,473			56,659
	5,571			13,669			3,299			10,606			8,523			16,086
	—			1,423			373			1,201			1,095			2,101
	12,306			20,893			6,525			19,494			17,112			38,436
	1,023,319			247,552			110,776			8,102,731			253,890			890,178
$	70,954,999		$	144,640,502		$	39,411,920		$	127,671,002		$	119,512,372		$	264,023,852


$	67,466,204		$	163,596,547		$	43,444,468		$	114,614,899		$	126,285,895		$	264,763,656
	4,547,419			4,542,227			(3,707,463	)		11,122,487			8,416,532			12,051,103

	(1,058,624	)		(23,535,380	)		(308,170	)		1,659,538			(15,190,055	)		(14,599,055	)
	—			37,108			(16,915	)		274,078			—			1,808,148
$	70,954,999		$	144,640,502		$	39,411,920		$	127,671,002		$	119,512,372		$	264,023,852


$	65,294,151		$	117,797,723		$	38,870,765		$	120,019,122		$	114,047,992		$	255,831,828
$	5,660,848		$	26,842,779		$	541,155		$	7,651,880		$	5,464,380		$	8,192,024
$	—		$	—		$	—		$	—		$	—		$	—

	6,657,085			13,221,674			4,151,665			4,842,975			5,444,871			25,366,338
	578,209			3,014,629			57,839			318,434			260,772			817,946
	—			—			—			—			—			—

$	9.81		$	8.91		$	9.36		$	24.78		$	20.95		$	10.09
$	9.79		$	8.90		$	9.36		$	24.03		$	20.95		$	10.02
$	—		$	—		$	—		$	—		$	—		$	—

$	10.28		$	9.34		$	9.83		$	25.23		$	21.99		$	10.52

	4.75	%		4.75	%		4.75	%		4.75	%		4.75	%		4.75	%

Annual Shareholder Report

104

Statements of Assets and Liabilities (Continued)

December 31, 2011

Huntington
Macro 100
Fund

Huntington
Mid Corp
America
Fund

Huntington
New Economy
Fund

Huntington
Real
Strategies
Fund

Assets:

Investments, at cost

48,735,550

85,266,531

18,953,085

97,027,084

Investments, at value

49,774,715

125,279,668

15,359,863

90,261,012

Investments in affiliated securities, at value

4,175,400

3,584,660

2,689,846

3,523,725

Investments in controlled affiliated securities, at value

—

1,428,252

Total investments

53,950,115

128,864,328

18,049,709

95,212,989

Cash

—

Foreign currencies, at value (Cost $-, $-, $-, $-, $-, $-, $-, $-, $- and $-)

—

Income receivable

69,661

168,201

7,898

60,000

Receivable for investments sold

—

Receivable for shares sold

63,479

37,404

5,712

67,563

Receivable from advisor

—

Tax reclaims receivable

—

Prepaid expenses and other assets

8,513

8,706

6,581

10,417

Total assets

54,091,768

129,078,639

18,069,900

95,350,969

Liabilities:

Payable to custodian

2,000

2,500

2,000

Options written, at value (premium received $-, $-, $-, $916,341, $-, $-, $-, $-, $- and $-)

—

483,340

Income distribution payable

—

Payable for investments purchased

—

Payable for shares redeemed

43,179

166,515

52,839

262,214

Accrued expenses and other payables

Investment advisor fees

33,170

84,423

15,308

61,473

Administration fees

8,058

20,509

3,281

14,934

Custodian fees

2,352

6,905

1,788

5,180

Financial administration fees

1,701

2,372

1,276

1,354

Distribution service fee

319

1,396

666

432

Shareholder services fee

11,057

28,141

4,502

20,491

Transfer agent fees

4,757

11,201

5,830

5,479

Compliance service fees

530

1,089

352

950

Other

7,398

20,206

4,122

13,640

Total Liabilities

114,521

345,257

92,464

871,487

Net Assets

53,977,247

128,733,382

17,977,436

94,479,482

Net Assets consist of:

Paid in capital

55,428,429

79,474,034

42,632,986

116,572,829

Net unrealized appreciation (depreciation) of investments, options and translations of assets and liabilities in foreign currency

5,214,565

43,597,797

(903,376

)

(1,381,094

)

Accumulated net realized gain (loss) on investments, options and foreign currency transactions

(6,666,395

)

5,655,675

(23,752,174

)

(19,796,462

)

Accumulated net investment income (loss)

648

5,876

—

(915,791

)

Net Assets

53,977,247

128,733,382

17,977,436

94,479,482

Net Assets:

Trust Shares

52,481,233

122,123,586

14,970,969

92,475,327

Class A Shares

1,496,014

6,609,796

3,006,467

2,004,155

Shares Outstanding: (unlimited number of shares authorized,
no par value):

Trust Shares

5,519,461

8,873,002

1,681,557

12,927,076

Class A Shares

159,219

494,378

347,900

279,848

Net Asset Value, Redemption Price and Offering Price Per Share:

Trust Shares

9.51

13.76

8.90

7.15

Class A Shares

9.40

13.37

8.64

7.16

Offering Price Per Share (100%/100%-maximum sales charge) of net asset value adjusted to the nearest cent) per share:

Class A Shares

9.87

14.04

9.07

7.52

Maximum Sales Charge:

Class A Shares

4.75

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report

105

Huntington
Rotating
Markets
Fund

Huntington
Situs
Fund

Huntington
Technical
Opportunities
Fund

Huntington
Fixed Income
Securities
Fund

Huntington
Intermediate
Government
Income Fund

Huntington
Mortgage
Securities
Fund

30,944,053

141,404,566

4,223,087

276,754,003

129,815,723

100,764,314

36,892,321

186,026,890

2,827,210

286,300,275

136,562,735

104,264,725

494,529

2,858,167

1,781,590

10,236,344

1,933,516

4,172,889

—

37,386,850

188,885,057

4,608,800

296,536,619

138,496,251

108,437,614

—

4,547,108

—

46,699

104,573

7,799

3,361,731

714,591

389,355

—

1,904

39,430

150,229

—

130,383

43,764

11,917

—

7,112

—

16,640

—

7,980

16,161

9,357

17,631

15,798

11,618

37,480,959

189,172,665

9,180,176

300,046,364

139,272,308

108,850,514

2,500

—

5,500

2,500

2,262

—

338,939

112,970

—

310,830

—

17,370

64,588

—

74,851

27,851

193,099

15,950

121,031

—

123,646

58,314

45,892

5,812

29,403

1,430

45,057

21,250

16,723

1,788

10,049

1,050

12,425

5,729

4,487

768

2,262

993

5,220

6,368

9,673

497

4,773

1,720

1,021

940

7,975

40,343

1,963

61,823

29,157

22,946

4,587

16,427

2,214

11,285

6,576

5,761

315

1,467

2,655

1,400

1,069

5,830

27,750

978

39,679

18,544

15,162

63,392

628,923

8,741

722,800

291,680

318,014

37,417,567

188,543,742

9,171,435

299,323,564

138,980,628

108,532,500

34,090,352

141,183,994

11,291,235

279,530,220

130,204,663

102,121,922

6,442,797

47,480,230

385,713

19,782,616

8,680,528

7,673,300

(3,654,675

)

35,409

(2,505,513

)

27,502

40,422

(1,251,529

)

539,093

(155,891

)

—

(16,774

)

55,015

(11,193

)

37,417,567

188,543,742

9,171,435

299,323,564

138,980,628

108,532,500

35,046,105

166,134,325

8,980,015

291,200,233

134,148,985

104,098,426

2,371,462

22,409,417

191,420

8,123,331

4,831,643

4,434,074

3,039,168

8,507,617

1,242,024

12,890,039

12,036,561

11,241,820

207,091

1,175,855

26,684

359,615

433,558

475,878

11.53

19.53

7.23

22.59

11.15

9.26

11.45

19.06

7.17

22.59

11.14

9.32

12.02

20.01

7.53

23.47

11.57

9.68

4.75

3.75

Annual Shareholder Report

106

Statements of Assets and Liabilities (Continued)

December 31, 2011

Huntington
Ohio
Tax-Free
Fund

Huntington
Short/Intermediate
Fixed Income
Securities Fund

Huntington
Balanced
Allocation
Fund

Huntington
Conservative
Allocation
Fund

Huntington
Growth
Allocation
Fund

Assets:

Investments, at cost

51,063,580

219,609,083

26,179,956

14,827,497

20,235,390

Investments, at value

53,510,618

223,126,422

—

Investments in affiliated securities, at value

—

791,255

27,716,420

15,546,200

21,641,380

Total investments

53,510,618

223,917,677

27,716,420

15,546,200

21,641,380

Income receivable

399,182

1,450,113

15,031

25,690

4,653

Receivable for shares sold

18,514

42,142

1,852

9,840

Receivable from advisor

—

4,418

—

3,787

Prepaid expenses and other assets

10,211

16,723

4,879

4,925

5,105

Total assets

53,920,021

225,403,027

27,782,890

15,578,667

21,664,765

Liabilities:

Payable to custodian

3,400

4,725

—

Income distribution payable

80,618

160,986

2,399

530

2,801

Payable for investments purchased

—

115,830

17,875

25,740

Payable for shares redeemed

212

52,803

1,887

4,537

2,116

Accrued expenses and other payables

Investment advisor fees

21,916

97,853

—

600

—

Administration fees

7,986

35,658

4,230

2,398

3,316

Custodian fees

2,202

10,478

507

288

405

Financial administration fees

11,416

5,576

300

Distribution service fee

658

1,958

5,804

3,291

4,550

Shareholder services fee

10,958

48,926

—

Transfer agent fees

3,882

8,130

4,937

2,020

4,182

Compliance service fees

430

2,359

258

144

209

Other

7,053

32,344

4,821

2,395

2,847

Total Liabilities

150,731

461,796

140,973

34,378

46,466

Net Assets

53,769,290

224,941,231

27,641,917

15,544,289

21,618,299

Net Assets consist of:

Paid in capital

51,242,668

221,846,742

25,986,011

14,761,829

20,117,540

Net unrealized appreciation of investments, options and translations of assets and liabilities in foreign currency

2,447,038

4,308,594

1,536,464

718,703

1,405,990

Accumulated net realized gain (loss) on investments, options and foreign currency transactions

79,771

(1,214,105

)

121,717

63,093

93,232

Accumulated net investment income (loss)

(187

)

—

(2,275

)

664

1,537

Net Assets

53,769,290

224,941,231

27,641,917

15,544,289

21,618,299

Net Assets:

Trust Shares

50,628,183

215,734,573

—

Class A Shares

3,141,107

9,206,658

27,641,917

15,544,289

21,618,299

Shares Outstanding: (unlimited number of shares authorized, no par value):

Trust Shares

2,307,140

10,736,230

—

Class A Shares

143,235

458,119

2,439,122

1,449,772

1,888,429

Net Asset Value, Redemption Price and Offering Price Per Share:

Trust Shares

21.94

20.09

—

Class A Shares

21.93

20.10

11.33

10.72

11.45

Offering Price Per Share (100%/100%-maximum sales charge) of net asset value adjusted to the nearest cent) per share:

Class A Shares

22.78

20.41

11.90

11.25

12.02

Maximum Sales Charge:

Class A Shares

3.75

1.50

4.75

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report

107

[THIS PAGE INTENTIONALLY LEFT BLANK]

Statements of Operations

Year Ended December 31, 2011

Huntington
Tax Free
Money Market
Fund

Huntington
Money Market
Fund

Huntington

Ohio Municipal

Money Market
Fund

Huntington
U.S. Treasury
Money Market
Fund

Huntington
Disciplined
Equity Fund(a)

Investment Income:

Dividend income

2,351

67,816

4,081

—

557,392

Dividend income from affiliated securities

—

239

Interest income

251,057

999,540

479,403

280,094

—

Foreign dividend taxes withheld

—

(87

)

Total investment income

253,408

1,067,356

483,484

280,094

557,544

Expenses:

Investment advisor fees

244,867

1,267,216

500,277

726,216

152,539

Administration fees

148,716

769,624

303,976

661,580

46,321

Custodian fees

21,296

95,249

30,669

89,315

6,636

Transfer and dividend disbursing agent fees and expenses

31,117

76,906

29,275

52,216

16,652

Trustees’ fees

6,620

34,703

13,992

30,056

1,406

Professional fees

19,779

98,293

39,641

90,003

18,296

Financial administration fees

6,309

3,302

7,842

1,994

2,500

Distribution services fee—Class A Shares

35,968

304,102

276,708

195,446

2,991

Shareholder services fee—Trust Shares

168,088

546,468

140,391

712,443

60,567

Shareholder services fee—Class A Shares

35,968

304,102

276,708

195,446

2,991

State registration costs

20,788

20,025

15,613

20,675

3,539

Offering costs

—

10,427

Printing and postage

6,564

63,867

10,350

32,391

4,453

Insurance premiums

5,245

15,548

8,510

12,819

—

Compliance service fees

4,763

24,092

7,502

21,178

1,199

Other

27,987

31,368

23,360

46,083

12,205

Recoupment of prior expenses waived/reimbursed by investment advisor

—

Total expenses

784,075

3,654,865

1,684,814

2,887,861

342,722

Investment advisory fees waived

(244,867

)

(1,267,216

)

(500,277

)

(726,216

)

(32,303

)

Distribution fees waived

(35,968

)

(304,102

)

(276,708

)

(195,446

)

—

Shareholder servicing fees waived

(204,056

)

(850,570

)

(417,099

)

(907,889

)

—

Reimbursement from advisor

(53,940

)

(207,873

)

(23,926

)

(808,212

)

—

Net expenses

245,244

1,025,104

466,804

250,098

310,419

Net Investment income (loss)

8,164

42,252

16,680

29,996

247,125

Net Realized/Unrealized Gain (Loss) on Investments, Options and Foreign Currency Transactions:

Net realized gain (loss) on investment transactions

(2,595

)

1,625

(40,071

)

6,373

(469,356

)

Net realized gain (loss) on option transactions

—

(589,268

)

Net realized gain (loss) on foreign currency transactions

—

Net realized gain (loss) on investments, options and translation of assets and liabilities in foreign currency transactions

(2,595

)

1,625

(40,071

)

6,373

(1,058,624

)

Net change in unrealized appreciation/depreciation of investments, options and translation of assets and liabilities in foreign currency

—

(26,485

)

Net realized and unrealized gain (loss) on investments options and foreign currency transactions

(2,595

)

1,625

(40,071

)

6,373

(1,085,109

)

Change in net assets resulting from operations

5,569

43,877

(23,391

)

36,369

(837,984

)

(a)

For the period August 1, 2011 (commencement of operations) to December 31, 2011.

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report

109

Huntington
Dividend
Capture
Fund

Huntington
Global Select
Markets Fund

Huntington
Growth
Fund

Huntington
Income Equity
Fund

Huntington
International
Equity
Fund

Huntington
Macro 100
Fund

Huntington
Mid Corp
America
Fund

6,468,561

1,039,118

1,862,235

5,251,949

9,329,988

865,735

2,015,894

354

105

256

189

1,390

416

682

—

195,547

—

(97,421

)

(117,322

)

(18,418

)

(165,741

)

(825,671

)

(1,096

)

(7,956

)

6,371,494

1,117,448

1,844,073

5,086,397

8,505,707

865,055

2,008,620

1,002,742

446,873

793,289

671,099

2,992,807

375,476

1,114,284

243,601

81,420

240,896

203,791

545,290

91,216

270,698

34,841

46,700

36,615

29,806

124,098

13,758

38,295

87,568

29,687

70,964

56,904

86,433

42,434

61,964

10,454

3,745

11,078

9,324

24,943

4,142

12,256

30,094

9,760

28,112

25,681

64,290

11,660

30,767

5,092

14,754

3,217

3,564

9,305

4,462

5,319

56,543

1,931

20,489

14,340

24,591

4,139

18,157

277,705

109,787

310,047

265,283

723,608

121,020

353,271

56,543

1,931

20,489

14,340

24,591

4,139

18,157

26,438

21,841

26,647

22,171

29,205

29,058

26,531

—

19,867

7,594

12,591

14,349

21,839

12,309

15,622

4,891

2,892

5,745

5,101

10,205

3,307

6,105

7,070

2,152

7,418

6,338

13,769

2,840

8,153

6,431

935

2,374

4,278

7,355

15,968

5,106

—

19,565

—

1,869,880

801,567

1,589,971

1,346,369

4,702,329

735,928

1,984,685

—

1,869,880

801,567

1,589,971

1,346,369

4,702,329

735,928

1,984,685

4,501,614

315,881

254,102

3,740,028

3,803,378

129,127

23,935

7,538,285

412,674

2,498,537

3,940,541

9,978,682

1,935,117

18,097,557

161,582

124,972

148,468

10,207

—

(40,105

)

—

(188,033

)

—

7,699,867

497,541

2,647,005

3,950,748

9,790,649

1,935,117

18,097,557

(4,530,906

)

(8,647,406

)

(6,371,707

)

(193,285

)

(49,158,771

)

(3,015,262

)

(21,804,829

)

3,168,961

(8,149,865

)

(3,724,702

)

3,757,463

(39,368,122

)

(1,080,145

)

(3,707,272

)

7,670,575

(7,833,984

)

(3,470,600

)

7,497,491

(35,564,744

)

(951,018

)

(3,683,337

)

Annual Shareholder Report

110

Statements of Operations (Continued)

Year Ended December 31, 2011

Huntington
New Economy
Fund

Huntington
Real
Strategies
Fund

Huntington
Rotating
Markets
Fund

Huntington
Situs
Fund

Huntington
Technical
Opportunities
Fund

Investment Income:

Dividend income

263,668

2,056,916

1,020,881

2,219,410

154,544

Dividend income from affiliated securities

423

19,576

775

Interest income

—

Foreign dividend taxes withheld

(839

)

(65,003

)

—

(22,717

)

(5,283

)

Total investment income

263,252

2,011,489

1,020,944

2,197,468

149,353

Expenses:

Investment advisor fees

377,795

750,137

196,275

1,542,498

78,718

Administration fees

80,982

182,234

71,523

374,726

19,123

Custodian fees

10,576

28,549

10,501

55,341

6,706

Transfer and dividend disbursing agent fees and expenses

45,932

37,827

34,623

92,575

25,987

Trustees’ fees

5,420

8,327

3,298

16,088

883

Professional fees

10,438

22,908

8,669

42,750

2,237

Financial administration fees

4,091

3,854

2,198

8,246

2,995

Distribution services fee—Class A Shares

11,375

5,445

6,081

59,504

509

Shareholder services fee—Trust Shares

99,741

244,601

92,057

454,662

25,731

Shareholder services fee—Class A Shares

11,375

5,445

6,081

59,504

509

State registration costs

25,984

30,934

28,513

31,616

27,562

Printing and postage

5,435

10,730

6,048

16,658

5,324

Insurance premiums

3,589

4,452

3,249

7,129

2,457

Compliance service fees

3,251

5,580

2,198

9,652

576

Other

3,545

16,209

10,536

7,738

16,039

Total expenses

699,529

1,357,232

481,850

2,778,687

215,356

Investment advisory fees waived

—

(13,000

)

Reimbursement from Advisor

—

Net expenses

699,529

1,357,232

481,850

2,778,687

202,356

Net Investment income (loss)

(436,277

)

654,257

539,094

(581,219

)

(53,003

)

Net Realized/Unrealized Gain (Loss) on Investments, Options and Foreign Currency Transactions:

Net realized gain (loss) on investment transactions

3,114,269

(1,796,580

)

629,341

8,251,329

(1,108,620

)

Net realized gain on investment transactions of affiliates

—

Net realized gain (loss) on option transactions

(2,740,207

)

1,087,512

—

402,594

—

Net realized gain (loss) on foreign currency
transactions

—

23,014

(238

)

Net realized gain (loss) on investments, options and translation of assets and liabilities in foreign currency transactions

374,062

(709,068

)

629,341

8,676,937

(1,108,858

)

Net change in unrealized appreciation/depreciation of investments, options and translation of assets and liabilities in foreign currency

(7,877,881

)

(10,531,268

)

1,308,609

(14,992,446

)

(194,389

)

Net realized and unrealized gain (loss) on investments options and foreign currency transactions

(7,503,819

)

(11,240,336

)

1,937,950

(6,315,509

)

(1,303,247

)

Change in net assets resulting from operations

(7,940,096

)

(10,586,079

)

2,477,044

(6,896,728

)

(1,356,250

)

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report

111

Huntington
Fixed Income
Securities
Fund

Huntington
Intermediate
Government
Income Fund

Huntington
Mortgage
Securities
Fund

Huntington
Ohio
Tax-Free
Fund

Huntington
Short/Intermediate
Fixed Income
Securities Fund

Huntington
Balanced
Allocation
Fund

Huntington
Conservative
Allocation
Fund

Huntington
Growth
Allocation
Fund

100,519

—

266,822

—

394

361

365

—

350

426,995

330,855

270,554

10,693,245

4,537,035

3,569,023

1,697,801

5,509,008

—

(42

)

—

10,794,158

4,537,396

3,836,168

1,697,898

5,509,358

426,995

330,855

270,554

1,442,793

655,663

521,815

253,779

1,144,000

27,198

15,307

21,205

525,757

238,925

190,151

92,478

416,876

49,556

27,889

38,636

76,410

34,672

27,883

13,518

60,589

3,037

1,699

2,383

57,707

41,422

38,219

31,121

46,603

36,715

17,928

29,265

23,925

10,769

8,587

4,211

18,747

2,234

1,258

1,752

64,450

31,281

24,740

11,773

53,747

6,097

3,526

4,806

13,278

17,140

27,981

37,812

13,907

2,091

2,625

19,592

11,341

10,321

7,239

21,749

67,997

38,267

53,013

701,805

316,491

250,586

119,651

550,251

—

19,592

11,341

10,321

7,239

21,749

—

24,205

21,682

26,869

28,611

27,244

6,899

7,473

7,538

29,459

13,794

11,495

6,894

21,691

8,485

3,700

6,649

10,090

5,669

5,391

3,675

7,444

2,748

2,563

2,644

16,422

7,440

6,005

2,904

12,826

1,503

864

1,178

6,320

6,878

5,926

3,683

10,618

4,080

3,832

6,246

3,031,805

1,424,508

1,166,290

624,588

2,428,041

218,640

126,931

177,940

—

(27,198

)

(15,227

)

(21,205

)

—

(10,395

)

—

(19,975

)

3,031,805

1,424,508

1,166,290

624,588

2,428,041

181,047

111,704

136,760

7,762,353

3,112,888

2,669,878

1,073,310

3,081,317

245,948

219,151

133,794

4,032,626

385,408

93,943

362,402

827,430

—

374,595

162,459

353,889

—

4,032,626

385,408

93,954

362,402

827,430

374,595

162,459

353,889

5,839,115

3,095,131

2,273,738

2,185,575

599,081

(762,769

)

(14,265

)

(1,007,581

)

9,871,741

3,480,539

2,367,692

2,547,977

1,426,511

(388,174

)

148,194

(653,692

)

17,634,094

6,593,427

5,037,570

3,621,287

4,507,828

(142,226

)

367,345

(519,898

)

Annual Shareholder Report

112

Statements of Changes in Net Assets


	Huntington Tax-Free Money Market Fund
	Year Ended December 31, 2011			Year Ended December 31, 2010
*Increase (Decrease) in Net Assets:*
*Operations—*
Net investment income (loss)	$	8,164		$	9,406
Net realized gain (loss) on investments, options and foreign currency transactions		(2,595	)		(1,399	)
Net change in unrealized appreciation/depreciation of investments and foreign currency transactions		—			—
Net increase (decrease) in net assets resulting from operations		5,569			8,007
*Distributions to Shareholders—*
From and/or excess of net investment income:
Trust Shares		(6,724	)		(7,470	)
Class A Shares		(1,440	)		(1,936	)
Class B Shares		—			—
InterFund Shares		—			—
From net realized gain on investments:
Trust Trust Shares		—			—
Class A Shares		—			—
Change in net assets resulting from distributions to shareholders		(8,164	)		(9,406	)
*Change in net assets resulting from capital transactions*		9,573,351			(16,054,701	)
Change in net assets		9,570,756			(16,056,100	)
*Net Assets:*
Beginning of year		82,457,584			98,513,684
End of year	$	92,028,340		$	82,457,584

Accumulated net investment income (loss) included in net assets at end of period	$	—		$	—
*Capital Transactions:*
Trust Shares
Shares Sold	$	67,664,242		$	137,458,703
Shares issued in connection with the tax-free transfer of assets from Common Trust Fund		—			—
Dividends reinvested		—			—
Shares redeemed		(61,434,072	)		(147,344,067	)
Total Trust Shares		6,230,170			(9,885,364	)
Class A Shares
Shares Sold		58,167,655			76,461,653
Shares issued in connection with the tax-free transfer of assets from Common Trust Fund		—			—
Dividends reinvested		342			797
Shares redeemed		(54,824,816	)		(82,631,787	)
Total Class A Shares		3,343,181			(6,169,337	)
Class B Shares(a)
Shares Sold		—			—
Shares sold in class consolidation(a)		—			—
Dividends reinvested		—			—
Shares redeemed		—			—
Total Class B Shares		—			—
Interfund Shares
Shares Sold		—			—
Shares redeemed		—			—
Total Interfund Shares		—			—
Net change resulting from capital transactions	$	9,573,351		$	(16,054,701	)
*Share Transactions:*
Trust Shares
Shares Sold		67,664,242			137,458,703
Shares issued in connection with the tax-free transfer of assets from Common Trust Fund		—			—
Dividends reinvested		—			—
Shares redeemed		(61,434,072	)		(147,344,067	)
Total Trust Shares		6,230,170			(9,885,364	)
Class A Shares
Shares Sold		58,167,655			76,461,653
Shares issued in connection with the tax-free transfer of assets from Common Trust Fund		—			—
Dividends reinvested		342			797
Shares redeemed		(54,824,816	)		(82,631,787	)
Total Class A Shares		3,343,181			(6,169,337	)
Class B Shares(a)
Shares Sold		—			—
Shares sold in class consolidation(a)		—			—
Dividends reinvested		—			—
Shares redeemed		—			—
Total Class B Shares		—			—
Interfund Shares
Shares Sold		—			—
Shares redeemed		—			—
Total Interfund Shares		—			—
Net change resulting from share transactions		9,573,351			(16,054,701	)

(a)

Effective June 29, 2010, Class B shares were converted to Class A shares.

(b)

For the period August 1, 2011 (commencement of operations) to December 31, 2011.

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report

113


Huntington Money Market Fund						Huntington Ohio Municipal Money Market Fund						Huntington U.S. Treasury Money Market Fund						Huntington Disciplined Equity Fund
Year Ended December 31, 2011			Year Ended December 31, 2010			Year Ended December 31, 2011			Year Ended December 31, 2010			Year Ended December 31, 2011			Year Ended December 31, 2010			Fiscal Period Ended December 31, 2011(a)


$	42,252		$	46,504		$	16,680		$	23,103		$	29,996		$	36,958		$	247,125
	1,625			(4,591	)		(40,071	)		(14,231	)		6,373			3,808			(1,058,624	)
	—			—			—			—			—			—			(26,485	)
	43,877			41,913			(23,391	)		8,872			36,369			40,766			(837,984	)


	(21,900	)		(25,098	)		(5,621	)		(11,414	)		(23,538	)		(30,463	)		(266,766	)
	(12,137	)		(13,109	)		(11,059	)		(11,689	)		(6,145	)		(6,686	)		(21,232	)
	—			(10	)		—			—			—			—			—
	(8,215	)		(8,287	)		—			—			—			—			—

	—			—			—			—			(8,142	)		—			—
	—			—			—			—			(3,375	)		—			—
	(42,252	)		(46,504	)		(16,680	)		(23,103	)		(41,200	)		(37,149	)		(287,998	)
	38,243,528			(62,920,898	)		(53,022,242	)		(56,857,307	)		(52,802,464	)		71,513,112			72,080,981
	38,245,153			(62,925,489	)		(53,062,313	)		(56,871,538	)		(52,807,295	)		71,516,729			70,954,999

	395,678,903			458,604,392			198,131,991			255,003,529			387,715,095			316,198,366			—
$	433,924,056		$	395,678,903		$	145,069,678		$	198,131,991		$	334,907,800		$	387,715,095		$	70,954,999

$	—		$	—		$	—		$	—		$	(72	)	$	4,160		$	—


$	773,485,556		$	874,783,454		$	126,996,635		$	244,447,562		$	648,652,822		$	863,202,276		$	21,204,767
	—			—			—			—			—			—			48,595,623
	354			380			13			22			8,142			—			24,187
	(726,400,546	)		(920,519,877	)		(146,794,278	)		(306,372,704	)		(709,824,569	)		(811,597,858	)		(3,438,144	)
	47,085,364			(45,736,043	)		(19,797,630	)		(61,925,120	)		(61,163,605	)		51,604,418			66,386,433

	261,065,458			274,406,116			548,673,359			146,181,653			197,411,425			189,053,736			5,789,312
	—			—			—			—			—			—			10
	9,269			10,590			6,629			6,606			4,581			868			17,894
	(298,113,211	)		(274,701,138	)		(581,904,600	)		(141,120,446	)		(189,054,865	)		(169,145,910	)		(112,668	)
	(37,038,484	)		(284,432	)		(33,224,612	)		5,067,813			8,361,141			19,908,694			5,694,548

	—			9,183			—			—			—			—			—
	—			10			—			—			—			—			—
	—			—			—			—			—			—			—
	—			(257,733	)		—			—			—			—			—
	—			(248,540	)		—			—			—			—			—

	417,315,494			478,749,433			—			—			—			—			—
	(389,118,846	)		(495,401,316	)		—			—			—			—			—
	28,196,648			(16,651,883	)		—			—			—			—			—
$	38,243,528		$	(62,920,898	)	$	(53,022,242	)	$	(56,857,307	)	$	(52,802,464	)	$	71,513,112		$	72,080,981


	773,485,556			874,783,454			126,996,635			244,447,562			648,652,822			863,202,276			2,143,223
	—			—			—			—			—			—			4,859,562
	354			380			13			22			8,142			—			2,460
	(726,400,546	)		(920,519,877	)		(146,794,278	)		(306,372,704	)		(709,824,569	)		(811,597,858	)		(348,160	)
	47,085,364			(45,736,043	)		(19,797,630	)		(61,925,120	)		(61,163,605	)		51,604,418			6,657,085

	261,065,458			274,406,116			548,673,359			146,181,653			197,411,425			189,053,736			587,829
	—			—			—			—			—			—			1
	9,269			10,590			6,629			6,606			4,581			868			1,822
	(298,113,211	)		(274,701,138	)		(581,904,600	)		(141,120,446	)		(189,054,265	)		(169,145,910	)		(11,443	)
	(37,038,484	)		(284,432	)		(33,224,612	)		5,067,813			8,361,741			19,908,694			578,209

	—			9,183			—			—			—			—			—
	—			10			—			—			—			—			—
	—			—			—			—			—			—			—
	—			(257,733	)		—			—			—			—			—
	—			(248,540	)		—			—			—			—			—

	417,315,494			478,749,433			—			—			—			—			—
	(389,118,846	)		(495,401,316	)		—			—			—			—			—
	28,196,648			(16,651,883	)		—			—			—			—			—
	38,243,528			(62,920,898	)		(53,022,242	)		(56,857,307	)		(52,801,864	)		71,513,112			7,235,294

Annual Shareholder Report

114

Statements of Changes in Net Assets (Continued)


	*Huntington Dividend* *Capture Fund*
	Year Ended December 31, 2011			Year Ended December 31, 2010
*Increase (Decrease) in Net Assets:*
*Operations—*
Net investment income (loss)	$	4,501,614		$	2,954,107
Net realized gain (loss) on investments, options and foreign currency transactions		7,699,867			5,296,167
Net change in unrealized appreciation/depreciation of investments and foreign currency transactions		(4,530,906	)		5,598,095
Net increase (decrease) in net assets resulting from operations		7,670,575			13,848,369
*Distributions to Shareholders—*
From and/or excess of net investment income:
Trust Shares		(3,761,305	)		(2,548,196	)
Class A Shares		(724,300	)		(281,521	)
Class B Shares		—			(95,246	)
From net realized gain on investments:
Trust Trust Shares		—			—
Class A Shares		—			—
From return of capital:
Trust Shares		—			—
Class A Shares		—			—
Change in net assets resulting from distributions to shareholders		(4,485,605	)		(2,924,963	)
*Change in net assets resulting from capital transactions*		23,049,868			19,924,950
Change in net assets		26,234,838			30,848,356
*Net Assets:*
Beginning of year		118,405,664			87,557,308
End of year	$	144,640,502		$	118,405,664

Accumulated net investment income (loss) included in net assets at end of period	$	37,108		$	29,144
*Capital Transactions:*
Trust Shares
Shares Sold	$	32,050,584		$	28,363,588
Dividends reinvested		2,070,087			1,386,702
Shares redeemed		(19,607,001	)		(13,154,436	)
Total Trust Shares		14,513,670			16,595,854
Class A Shares
Shares Sold		11,825,724			6,559,018
Shares sold in class consolidation(a)		—			6,422,265
Dividends reinvested		635,178			240,983
Shares redeemed		(3,924,704	)		(2,564,382	)
Total Class A Shares		8,536,198			10,657,884
Class B Shares(a)
Shares Sold		—			119,022
Dividends reinvested		—			86,563
Shares redeemed in class consolidation(a)		—			(6,422,265	)
Shares redeemed		—			(1,112,108	)
Total Class B Shares		—			(7,328,788	)
Net change resulting from capital transactions	$	23,049,868		$	19,924,950
*Share Transactions:*
Trust Shares
Shares Sold		3,598,324			3,514,014
Dividends reinvested		233,205			171,223
Shares redeemed		(2,182,272	)		(1,608,121	)
Total Trust Shares		1,649,257			2,077,116
Class A Shares
Shares Sold		1,337,708			791,992
Shares sold in class consolidation(a)		—			840,611
Dividends reinvested		71,696			29,479
Shares redeemed		(440,854	)		(312,633	)
Total Class A Shares		968,550			1,349,449
Class B Shares(a)
Shares Sold		—			14,768
Dividends reinvested		—			10,965
Shares redeemed in class consolidation(a)		—			(843,924	)
Shares redeemed		—			(139,301	)
Total Class B Shares		—			(957,492	)
Net change resulting from share transactions		2,617,807			2,469,073

(a)

Effective June 29, 2010, Class B shares were converted to Class A shares.

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report

115


Huntington Global Select Markets Fund						Huntington Growth Fund						Huntington Income Equity Fund						Huntington International Equity Fund
Year Ended December 31, 2011			Year Ended December 31, 2010			Year Ended December 31, 2011			Year Ended December 31, 2010			Year Ended December 31, 2011			Year Ended December 31, 2010			Year Ended December 31, 2011			Year Ended December 31, 2010


$	315,881		$	92,556		$	254,102		$	22,066		$	3,740,028		$	2,699,915		$	3,803,378		$	3,450,695
	497,541			(91,554	)		2,647,005			25,751,764			3,950,748			10,017,459			9,790,649			(2,780,888	)
	(8,647,406	)		4,939,943			(6,371,707	)		(13,801,489	)		(193,285	)		(1,260,463	)		(49,158,771	)		17,681,037
	(7,833,984	)		4,940,945			(3,470,600	)		11,972,341			7,497,491			11,456,911			(35,564,744	)		18,350,844


	(187,151	)		(392,639	)		—			(378	)		(3,684,539	)		(2,521,176	)		(3,152,983	)		(2,391,416	)
	(276	)		(7,192	)		—			(19	)		(181,417	)		(104,186	)		(75,222	)		(72,760	)
	—			—			—			—			—			(27,815	)		—			—

	(593,451	)		—			(445,352	)		—			—			—			—			—
	(8,008	)		—			(29,303	)		—			—			—			—			—

	—			(50,356	)		—			—			—			—			—			—
	—			(1,144	)		—			—			—			—			—			—
	(788,886	)		(451,331	)		(474,655	)		(397	)		(3,865,956	)		(2,653,177	)		(3,228,205	)		(2,464,176	)
	6,059,221			37,484,955			(724,066	)		(28,770,178	)		8,869,137			(12,420,285	)		(4,611,886	)		(40,749,610	)
	(2,563,649	)		41,974,569			(4,669,321	)		(16,798,234	)		12,500,672			(3,616,551	)		(43,404,835	)		(24,862,942	)

	41,975,569			1,000			132,340,323			149,138,557			107,011,700			110,628,251			307,428,687			332,291,629
$	39,411,920		$	41,975,569		$	127,671,002		$	132,340,323		$	119,512,372		$	107,011,700		$	264,023,852		$	307,428,687

$	(16,915	)	$	(244,303	)	$	274,078		$	8,350		$	—		$	46,476		$	1,808,148		$	559,490


$	12,307,401		$	37,539,607		$	19,681,244		$	12,842,248		$	21,812,192		$	12,158,596		$	45,417,973		$	53,700,060
	411,825			237,959			267,140			226			1,916,821			1,307,009			1,022,412			793,877
	(6,510,892	)		(1,064,024	)		(20,052,189	)		(40,453,766	)		(14,202,169	)		(25,147,192	)		(49,868,098	)		(95,416,225	)
	6,208,334			36,713,542			(103,805	)		(27,611,292	)		9,526,844			(11,681,587	)		(3,427,713	)		(40,922,288	)

	340,116			1,018,671			764,285			982,549			489,422			785,109			1,180,536			2,536,935
	—			—			—			2,079,387			—			2,244,174			—			1,954,659
	7,714			6,400			26,996			17			172,508			98,867			64,241			63,912
	(496,943	)		(253,658	)		(1,411,542	)		(1,598,082	)		(1,319,637	)		(1,111,811	)		(2,428,950	)		(2,320,079	)
	(149,113	)		771,413			(620,261	)		1,463,871			(657,707	)		2,016,339			(1,184,173	)		2,235,427

	—			—			—			47,039			—			71,030			—			159,052
	—			—			—			—			—			26,668			—			—
	—			—			—			(2,079,387	)		—			(2,244,174	)		—			(1,954,659	)
	—			—			—			(590,409	)		—			(608,561	)		—			(267,142	)
	—			—			—			(2,622,757	)		—			(2,755,037	)		—			(2,062,749	)
$	6,059,221		$	37,484,955		$	(724,066	)	$	(28,770,178	)	$	8,869,137		$	(12,420,285	)	$	(4,611,886	)	$	(40,749,610	)


	1,145,551			3,668,554			770,849			549,642			1,048,330			647,759			4,037,721			5,059,393
	44,429			20,873			11,053			11			92,008			70,566			102,037			68,977
	(626,131	)		(101,661	)		(787,063	)		(1,751,756	)		(680,027	)		(1,334,020	)		(4,505,642	)		(9,278,730	)
	563,849			3,587,766			(5,161	)		(1,202,103	)		460,311			(615,695	)		(365,884	)		(4,150,360	)

	30,193			99,395			30,660			43,320			23,485			42,174			103,553			238,025
	—			—			—			101,088			—			129,347			—			205,106
	838			563			1,152			1			8,264			5,334			6,456			5,592
	(48,403	)		(24,797	)		(56,960	)		(70,602	)		(63,577	)		(59,557	)		(220,778	)		(223,912	)
	(17,372	)		75,161			(25,148	)		73,807			(31,828	)		117,298			(110,769	)		224,811

	—			—			—			2,254			—			3,844			—			15,412
	—			—			—			—			—			1,462			—			—
	—			—			—			(109,212	)		—			(130,248	)		—			(209,727	)
	—			—			—			(28,409	)		—			(32,970	)		—			(26,207	)
	—			—			—			(135,367	)		—			(157,912	)		—			(220,522	)
	546,477			3,662,927			(30,309	)		(1,263,663	)		428,483			(656,309	)		(476,653	)		(4,146,071	)

Annual Shareholder Report

116

Statements of Changes in Net Assets (Continued)


	*Huntington Macro 100 Fund*
	Year Ended December 31, 2011			Year Ended December 31, 2010
*Increase (Decrease) in Net Assets:*
*Operations—*
Net investment income (loss)	$	129,127		$	42,884
Net realized gain (loss) on investments, options and foreign currency transactions		1,935,117			(107,369	)
Net change in unrealized appreciation/depreciation of investments and foreign currency transactions		(3,015,262	)		5,782,446
Net increase (decrease) in net assets resulting from operations		(951,018	)		5,717,961
*Distributions to Shareholders—*
From and/or excess of net investment income:
Trust Shares		(160,290	)		(39,179	)
Class A Shares		—			—
From net realized gain on investments:
Trust Shares		—			—
Class A Shares		—			—
Change in net assets resulting from distributions to shareholders		(160,290	)		(39,179	)
*Change in net assets resulting from capital transactions*		9,642,316			9,641,517
Change in net assets		8,531,008			15,320,299
*Net Assets:*
Beginning of year		45,446,239			30,125,940
End of year	$	53,977,247		$	45,446,239

Accumulated net investment income (loss) included in net assets at end of period	$	648		$	6,016
*Capital Transactions:*
Trust Shares
Shares Sold	$	17,197,181		$	17,038,052
Dividends reinvested		68,441			17,810
Shares redeemed		(7,323,701	)		(7,140,435	)
Total Trust Shares		9,941,921			9,915,427
Class A Shares
Shares Sold		177,286			173,176
Shares sold in class consolidation(a)		—			807,433
Dividends reinvested		—			—
Shares redeemed		(476,891	)		(288,184	)
Total Class A Shares		(299,605	)		692,425
Class B Shares(a)
Shares Sold		—			19,109
Shares redeemed in class consolidation(a)		—			(807,433	)
Shares redeemed		—			(178,011	)
Total Class B Shares		—			(966,335	)
Net change resulting from capital transactions	$	9,642,316		$	9,641,517
*Share Transactions:*
Trust Shares
Shares Sold		1,771,169			1,939,161
Dividends reinvested		7,174			1,836
Shares redeemed		(762,037	)		(809,687	)
Total Trust Shares		1,016,306			1,131,310
Class A Shares
Shares Sold		18,266			20,307
Shares sold in class consolidation(a)		—			100,677
Dividends reinvested		—			—
Shares redeemed		(48,714	)		(34,038	)
Total Class A Shares		(30,448	)		86,946
Class B Shares(a)
Shares Sold		—			2,222
Shares redeemed in class consolidation(a)		—			(103,120	)
Shares redeemed		—			(21,618	)
Total Class B Shares		—			(122,516	)
Net change resulting from share transactions		985,858			1,095,740

(a)

Effective June 29, 2010, Class B shares were converted to Class A shares.

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report

117


Huntington Mid Corp America Fund						Huntington New Economy Fund						Huntington Real Strategies Fund						Huntington Rotating Markets Fund
Year Ended December 31, 2011			Year Ended December 31, 2010			Year Ended December 31, 2011			Year Ended December 31, 2010			Year Ended December 31, 2011			Year Ended December 31, 2010			Year Ended December 31, 2011			Year Ended December 31, 2010


$	23,935		$	82,680		$	(436,277	)	$	(472,632	)	$	654,257		$	212,161		$	539,094		$	101,066
	18,097,557			5,833,549			374,062			1,785,919			(709,068	)		(2,112,315	)		629,341			3,306,337
	(21,804,829	)		23,282,399			(7,877,881	)		6,261,203			(10,531,268	)		20,723,483			1,308,609			(1,033,929	)
	(3,683,337	)		29,198,628			(7,940,096	)		7,574,490			(10,586,079	)		18,823,329			2,477,044			2,373,474


	(97,655	)		(62,512	)		—			—			(899,313	)		(457,786	)		(100,111	)		(2,522	)
	—			—			—			—			(13,736	)		(7,157	)		(954	)		(177	)

	(12,319,260	)		(4,468,719	)		—			—			—			—			—			—
	(639,236	)		(236,519	)		—			—			—			—			—			—
	(13,056,151	)		(4,767,750	)		—			—			(913,049	)		(464,943	)		(101,065	)		(2,699	)
	(3,322,751	)		(14,727,099	)		(29,964,326	)		(2,751,500	)		13,113,232			488,388			(4,287,636	)		(7,034,927	)
	(20,062,239	)		9,703,779			(37,904,422	)		4,822,990			1,614,104			18,846,774			(1,911,657	)		(4,664,152	)

	148,795,621			139,091,842			55,881,858			51,058,868			92,865,378			74,018,604			39,329,224			43,993,376
$	128,733,382		$	148,795,621		$	17,977,436		$	55,881,858		$	94,479,482		$	92,865,378		$	37,417,567		$	39,329,224

$	5,876		$	20,168		$	—		$	9,088		$	(915,791	)	$	(377,400	)	$	539,093		$	101,064


$	18,588,560		$	16,843,639		$	6,035,388		$	9,198,803		$	37,420,468		$	26,207,190		$	3,900,442		$	3,675,994
	4,371,336			1,560,512						—			258,126			153,667			67,159			1,479
	(26,171,585	)		(32,000,397	)		(34,475,247	)		(11,131,548	)		(24,780,098	)		(26,161,352	)		(7,875,296	)		(10,955,692	)
	(3,211,689	)		(13,596,246	)		(28,439,859	)		(1,932,745	)		12,898,496			199,505			(3,907,695	)		(7,278,219	)

	664,160			871,497			344,180			530,957			705,556			525,252			257,504			748,046
	—			3,055,265			—			1,448,141			—			262,045			—			420,143
	616,095			229,929						—			12,963			6,718			928			167
	(1,391,317	)		(1,452,171	)		(1,868,647	)		(1,063,887	)		(503,783	)		(270,600	)		(638,373	)		(699,394	)
	(111,062	)		2,704,520			(1,524,467	)		915,211			214,736			523,415			(379,941	)		468,962

	—			48,822			—			12,188			—			74,092			—			232,135
	—			(3,055,265	)		—			(1,448,141	)		—			(262,045	)		—			(420,143	)
	—			(828,930	)		—			(298,013	)		—			(46,579	)		—			(37,662	)
	—			(3,835,373	)		—			(1,733,966	)		—			(234,532	)		—			(225,670	)
$	(3,322,751	)	$	(14,727,099	)	$	(29,964,326	)	$	(2,751,500	)	$	13,113,232		$	488,388		$	(4,287,636	)	$	(7,034,927	)


	1,166,714			1,213,070			574,127			952,401			4,740,773			3,923,406			353,974			371,830
	328,570			101,242						—			36,254			19,281			5,790			157
	(1,661,809	)		(2,300,605	)		(3,585,294	)		(1,147,077	)		(3,210,607	)		(3,891,127	)		(704,813	)		(1,072,809	)
	(166,525	)		(986,293	)		(3,011,167	)		(194,676	)		1,566,420			51,560			(345,049	)		(700,822	)

	43,592			63,383			32,933			55,651			85,751			77,710			22,904			74,095
	—			240,951			—			166,453			—			44,566			—			45,717
	47,722			15,287						—			1,818			842			81			18
	(89,497	)		(107,799	)		(190,317	)		(112,849	)		(64,265	)		(39,790	)		(57,171	)		(68,791	)
	1,817			211,822			(157,384	)		109,255			23,304			83,328			(34,186	)		51,039

	—			3,733			—			1,350			—			11,113			—			23,347
	—			(253,129	)		—			(176,603	)		—			(44,871	)		—			(46,476	)
	—			(64,238	)		—			(33,135	)		—			(7,285	)		—			(3,822	)
	—			(313,634	)		—			(208,388	)		—			(41,043	)		—			(26,951	)
	(164,708	)		(1,088,105	)		(3,168,551	)		(293,809	)		1,589,724			93,845			(379,235	)		(676,734	)

Annual Shareholder Report

118

Statements of Changes in Net Assets (Continued)


	*Huntington Situs Fund*
	Year Ended December 31, 2011			Year Ended December 31, 2010
*Increase (Decrease) in Net Assets:*
*Operations—*
Net investment income (loss)	$	(581,219	)	$	(342,777	)
Net realized gain (loss) on investments, options and foreign currency transactions		8,676,937			7,808,701
Net change in unrealized appreciation/depreciation of investments and foreign currency transactions		(14,992,446	)		36,255,243
Net increase (decrease) in net assets resulting from operations		(6,896,728	)		43,721,167
*Distributions to Shareholders—*
From and/or excess of net investment income:
Trust Shares		—			—
Class A Shares		—			—
Class B Shares		—			—
From net realized gain on investments:
Trust Shares		—			—
Class A Shares		—			—
Change in net assets resulting from distributions to shareholders		—			—
*Change in net assets resulting from capital transactions*		(11,860,698	)		2,298,252
Change in net assets		(18,757,426	)		46,019,419
*Net Assets:*
Beginning of year		207,301,168			161,281,749
End of year	$	188,543,742		$	207,301,168

Accumulated net investment income (loss) included in net assets at end of period	$	(155,891	)	$	23,063
*Capital Transactions:*
Trust Shares
Shares Sold	$	34,971,497		$	39,896,511
Dividends reinvested		—			—
Shares redeemed		(46,157,899	)		(36,552,768	)
Total Trust Shares		(11,186,402	)		3,343,743
Class A Shares
Shares Sold		5,596,096			4,703,589
Shares sold in class consolidation(a)		—			3,002,021
Dividends reinvested		—			—
Shares redeemed		(6,270,392	)		(5,625,833	)
Total Class A Shares		(674,296	)		2,079,777
Class B Shares(a)
Shares Sold		—			208,548
Dividends reinvested		—			—
Shares redeemed in class consolidation(a)		—			(3,002,021	)
Shares redeemed		—			(331,795	)
Total Class B Shares		—			(3,125,268	)
Net change resulting from capital transactions	$	(11,860,698	)	$	2,298,252
*Share Transactions:*
Trust Trust Shares
Shares Sold		1,699,623			2,346,760
Dividends reinvested		—			—
Shares redeemed		(2,260,429	)		(2,141,099	)
Total Trust Shares		(560,806	)		205,661
Class A Shares
Shares Sold		281,070			281,058
Shares sold in class consolidation(a)		—			196,082
Dividends reinvested		—			—
Shares redeemed		(318,174	)		(334,692	)
Total Class A Shares		(37,104	)		142,448
Class B Shares(a)
Shares Sold		—			13,217
Dividends reinvested		—			—
Shares redeemed in class consolidation(a)		—			(205,056	)
Shares redeemed		—			(21,145	)
Total Class B Shares		—			(212,984	)
Net change resulting from share transactions		(597,910	)		135,125

(a)

Effective June 29, 2010, Class B shares were converted to Class A shares.

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report

119


Huntington Technical Opportunities Fund						Huntington Fixed Income Securities Fund						Huntington Intermediate Government Income Fund						Huntington Mortgage Securities Fund
Year Ended December 31, 2011			Year Ended December 31, 2010			Year Ended December 31, 2011			Year Ended December 31, 2010			Year Ended December 31, 2011			Year Ended December 31, 2010			Year Ended December 31, 2011			Year Ended December 31, 2010


$	(53,003	)	$	(48,226	)	$	7,762,353		$	7,957,533		$	3,112,888		$	3,232,598		$	2,669,878		$	3,023,897
	(1,108,858	)		1,468,483			4,032,626			1,872,593			385,408			130,740			93,954			185,593

	(194,389	)		(680,918	)		5,839,115			4,051,840			3,095,131			1,707,229			2,273,738			2,287,489
	(1,356,250	)		739,339			17,634,094			13,881,966			6,593,427			5,070,567			5,037,570			5,496,979


	—			(2,333	)		(7,570,193	)		(7,801,926	)		(3,130,811	)		(3,187,112	)		(3,164,131	)		(3,105,050	)
	—			(24	)		(192,160	)		(159,981	)		(100,933	)		(85,429	)		(119,222	)		(93,677	)
	—			—			—			(23,043	)		—			(9,667	)		—			(3,441	)

	—			—			(4,143,613	)		(350,955	)		(243,420	)		(259,371	)		—			—
	—			—			(118,667	)		(10,945	)		(8,818	)		(9,101	)		—			—
	—			(2,357	)		(12,024,633	)		(8,346,850	)		(3,483,982	)		(3,550,680	)		(3,283,353	)		(3,202,168	)
	(152,013	)		232,132			1,347,901			51,868,990			15,726,741			4,776,641			6,036,305			(4,836,073	)
	(1,508,263	)		969,114			6,957,362			57,404,106			18,836,186			6,296,528			7,790,522			(2,541,262	)

	10,679,698			9,710,584			292,366,202			234,962,096			120,144,442			113,847,914			100,741,978			103,283,240
$	9,171,435		$	10,679,698		$	299,323,564		$	292,366,202		$	138,980,628		$	120,144,442		$	108,532,500		$	100,741,978

$	—		$	—		$	(16,774	)	$	19,879		$	55,015		$	47,429		$	(11,193	)	$	206,048


$	434,651		$	1,282,064		$	68,344,071		$	89,304,830		$	31,715,627		$	21,411,140		$	18,868,700		$	14,825,753
	—			1,998			5,506,054			3,524,347			1,774,826			1,759,548			1,349,960			1,398,109
	(704,588	)		(1,084,074	)		(72,071,979	)		(43,892,319	)		(17,822,795	)		(19,954,994	)		(14,633,514	)		(21,748,608	)
	(269,937	)		199,988			1,778,146			48,936,858			15,667,658			3,215,694			5,585,146			(5,524,746	)

	180,988			47,253			1,931,458			5,043,132			1,381,276			2,386,504			1,083,210			1,156,292
	—			4,906			—			1,838,391			—			902,507			—			560,977
	—			23			251,171			135,103			92,463			69,109			101,070			75,400
	(63,064	)		(15,132	)		(2,612,874	)		(2,044,653	)		(1,414,656	)		(903,594	)		(733,121	)		(551,603	)
	117,924			37,050			(430,245	)		4,971,973			59,083			2,454,526			451,159			1,241,066

	—			—			—			74,087			—			40,750			—			42,377
	—			—			—			19,645			—			8,138			—			3,369
	—			(4,906	)		—			(1,838,391	)		—			(902,507	)		—			(560,977	)
	—			—			—			(295,182	)		—			(39,960	)		—			(37,162	)
	—			(4,906	)		—			(2,039,841	)		—			(893,579	)		—			(552,393	)
$	(152,013	)	$	232,132		$	1,347,901		$	51,868,990		$	15,726,741		$	4,776,641		$	6,036,305		$	(4,836,073	)


	53,852			167,891			3,043,221			4,014,079			2,898,201			1,953,280			2,118,175			1,624,092
	—			293			244,585			158,026			161,097			160,279			146,729			152,933
	(91,571	)		(145,505	)		(3,212,395	)		(1,976,293	)		(1,617,949	)		(1,827,782	)		(1,658,877	)		(2,367,709	)
	(37,719	)		22,679			75,411			2,195,812			1,441,349			285,777			606,027			(590,684	)

	22,130			6,236			85,665			225,399			125,356			216,616			117,347			124,588
	—			710			—			82,108			—			81,972			—			61,042
	—			3			11,160			6,041			8,399			6,279			10,918			8,196
	(8,304	)		(2,051	)		(116,908	)		(92,044	)		(129,148	)		(82,097	)		(79,294	)		(60,101	)
	13,826			4,898			(20,083	)		221,504			4,607			222,770			48,971			133,725

	—			—			—			3,388			—			3,759			—			4,655
	—			—			—			894			—			748			—			370
	—			(714	)		—			(82,219	)		—			(81,897	)		—			(61,242	)
	—			—			—			(13,440	)		—			(3,687	)		—			(4,068	)
	—			(714	)		—			(91,377	)		—			(81,077	)		—			(60,285	)
	(23,893	)		26,863			55,328			2,325,939			1,445,956			427,470			654,998			(517,244	)

Annual Shareholder Report

120

Statements of Changes in Net Assets (Continued)


	*Huntington Ohio Tax-Free Fund*
	Year Ended December 31, 2011			Year Ended December 31, 2010
*Increase (Decrease) in Net Assets:*
*Operations—*
Net investment income	$	1,073,310		$	1,161,516
Net realized gain on investments, options and foreign currency transactions		362,402			346,571
Net change in unrealized appreciation/depreciation of investments and foreign currency transactions		2,185,575			(671,744	)
Net increase (decrease) in net assets resulting from operations		3,621,287			836,343
*Distributions to Shareholders—*
From and/or excess of net investment income:
Trust Shares		(1,018,866	)		(1,099,620	)
Class A Shares		(54,444	)		(54,422	)
Class B Shares		—			(7,662	)
From net realized gain on investments:
Trust Shares		(343,755	)		(159,909	)
Class A Shares		(21,841	)		(10,438	)
Change in net assets resulting from distributions to shareholders		(1,438,906	)		(1,332,051	)
*Change in net assets resulting from capital transactions*		(346,421	)		7,086,223
Change in net assets		1,835,960			6,590,515
*Net Assets:*
Beginning of year		51,933,330			45,342,815
End of year	$	53,769,290		$	51,933,330

Accumulated net investment income (loss) included in net assets at end of period	$	(187	)	$	(187	)
*Capital Transactions:*
Trust Shares
Shares Sold	$	10,430,577		$	14,445,882
Dividends reinvested		136,228			151,156
Shares redeemed		(10,741,564	)		(7,958,085	)
Total Trust Shares		(174,759	)		6,638,953
Class A Shares
Shares Sold		782,345			918,341
Shares sold in class consolidation(a)		—			897,826
Dividends reinvested		64,269			53,999
Shares redeemed		(1,018,276	)		(386,771	)
Total Class A Shares		(171,662	)		1,483,395
Class B Shares(a)
Shares Sold		—			6,300
Dividends reinvested		—			5,652
Shares redeemed in class consolidation(a)		—			(897,826	)
Shares redeemed		—			(150,251	)
Total Class B Shares		—			(1,036,125	)
Net change resulting from capital transactions	$	(346,421	)	$	7,086,223
*Share Transactions:*
Trust Shares
Shares Sold		485,519			675,066
Dividends reinvested		6,330			7,081
Shares redeemed		(503,886	)		(371,028	)
Total Trust Shares		(12,037	)		311,119
Class A Shares
Shares Sold		36,252			42,824
Shares sold in class consolidation(a)		—			42,092
Dividends reinvested		2,983			2,529
Shares redeemed		(47,983	)		(17,844	)
Total Class A Shares		(8,748	)		69,601
Class B Shares (a)
Shares Sold		—			297
Dividends reinvested		—			265
Shares redeemed in class consolidation(a)		—			(42,092	)
Shares redeemed		—			(7,059	)
Total Class B Shares		—			(48,589	)
Net change resulting from share transactions		(20,785	)		332,131

(a)

Effective June 29, 2010, Class B shares were converted to Class A shares.

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report

121

Huntington Short/
Intermediate Fixed Income
Securities Fund

Huntington Balanced
Allocation Fund

Huntington Conservative
Allocation Fund

Huntington Growth
Allocation Fund

Year Ended
December 31,
2011

Year Ended
December 31,
2010

Year Ended
December 31,
2011

Year Ended
December 31,
2010

Year Ended
December 31,
2011

Year Ended
December 31,
2010

Year Ended
December 31,
2011

Year Ended
December 31,
2010

3,081,317

3,414,557

245,948

177,641

219,151

207,145

133,794

96,921

827,430

1,408,501

374,595

36,657

162,459

53,760

353,889

37,120

599,081

(231,473

)

(762,769

)

1,693,127

(14,265

)

455,584

(1,007,581

)

1,653,097

4,507,828

4,591,585

(142,226

)

1,907,425

367,345

716,489

(519,898

)

1,787,138

(2,985,572

)

(3,341,841

)

—

(95,745

)

(72,716

)

(248,774

)

(177,167

)

(219,159

)

(206,601

)

(132,455

)

(96,753

)

—

(269,854

)

(92,266

)

(116,841

)

(63,238

)

(272,255

)

(120,311

)

(3,081,317

)

(3,414,557

)

(518,628

)

(269,433

)

(336,000

)

(269,839

)

(404,710

)

(217,064

)

19,396,728

52,480,998

3,646,786

9,681,633

673,063

3,144,837

3,410,873

4,639,422

20,823,239

53,658,026

2,985,932

11,319,625

704,408

3,591,487

2,486,265

6,209,496

204,117,992

150,459,966

24,655,985

13,336,360

14,839,881

11,248,394

19,132,034

12,922,538

224,941,231

204,117,992

27,641,917

24,655,985

15,544,289

14,839,881

21,618,299

19,132,034

—

(2,275

)

563

664

705

1,537

202

66,951,627

74,732,503

—

878,814

943,045

—

(49,955,588

)

(29,773,510

)

—

17,874,853

45,902,038

—

2,850,984

8,001,574

7,107,781

11,109,153

2,181,503

3,498,712

4,824,443

5,456,006

—

93,552

69,097

506,384

263,147

331,192

267,039

396,051

212,739

(1,422,661

)

(1,491,711

)

(3,967,379

)

(1,690,667

)

(1,839,632

)

(620,914

)

(1,809,621

)

(1,029,323

)

1,521,875

6,578,960

3,646,786

9,681,633

673,063

3,144,837

3,410,873

4,639,422

—

19,396,728

52,480,998

3,646,786

9,681,633

673,063

3,144,837

3,410,873

4,639,422

3,344,127

3,725,784

—

43,770

47,048

—

(2,487,971

)

(1,487,987

)

—

899,926

2,284,845

—

141,855

399,203

605,947

1,018,862

202,069

331,611

398,784

494,932

—

4,660

3,436

44,859

24,176

30,758

25,340

35,088

19,343

(70,786

)

(74,625

)

(343,104

)

(153,268

)

(171,085

)

(59,082

)

(155,795

)

(93,091

)

75,729

328,014

307,702

889,770

61,742

297,869

278,077

421,184

—

975,655

2,612,859

307,702

889,770

61,742

297,869

278,077

421,184

Annual Shareholder Report

122

Financial Highlights

Money Market Funds

(For a share outstanding throughout each period)

Net Asset
Value,
beginning
of period

Net
investment
income (loss)

Net realized
and unrealized
gain (loss) on
investments

Total from
investment
operations

Distributions
from net
investment
income

Distributions
from net
realized gain
on investment
transactions

Distributions
from return
of capital

Total
distributions

HUNTINGTON TAX FREE MONEY MARKET FUND

Trust Shares

2007

1.00

0.03

—

(2)

0.03

(0.03

)

—

(0.03

)

2008

1.00

0.02

—

(2)

0.02

(0.02

)

—

(0.02

)

2009

1.00

—

(2)

—

(2)

—

(2)

—

(2)

—

(2)

2010

1.00

—

(2)

—

(2)

—

(2)

—

(2)

—

(2)

2011

1.00

—

(2)

—

(2)

—

(2)

—

(2)

—

(2)

Class A Shares

2007

1.00

0.02

—

(2)

0.02

(0.02

)

—

(0.02

)

2008

1.00

0.02

—

(2)

0.02

(0.02

)

—

(0.02

)

2009

1.00

—

(2)

—

(2)

—

(2)

—

(2)

—

(2)

—

(2)

2010

1.00

—

(2)

—

(2)

—

(2)

—

(2)

—

(2)

2011

1.00

—

(2)

—

(2)

—

(2)

—

(2)

—

(2)

HUNTINGTON MONEY MARKET FUND

Trust Shares

2007

1.00

0.04

—

(2)

0.04

(0.04

)

—

(0.04

)

2008

1.00

0.02

—

(2)

0.02

(0.02

)

—

(0.02

)

2009

1.00

—

(2)

—

(2)

—

(2)

—

(2)

—

(2)

2010

1.00

—

(2)

—

(2)

—

(2)

—

(2)

—

(2)

2011

1.00

—

(2)

—

(2)

—

(2)

—

(2)

—

(2)

Class A Shares

2007

1.00

0.04

—

(2)

0.04

(0.04

)

—

(0.04

)

2008

1.00

0.01

—

(2)

0.01

(0.01

)

—

(0.01

)

2009

1.00

—

(2)

—

(2)

—

(2)

—

(2)

—

(2)

2010

1.00

—

(2)

—

(2)

—

(2)

—

(2)

—

(2)

2011

1.00

—

(2)

—

(2)

—

(2)

—

(2)

—

(2)

InterFund Shares

2007

1.00

0.05

—

(2)

0.05

(0.05

)

—

(0.05

)

2008

1.00

0.02

—

(2)

0.02

(0.02

)

—

(0.02

)

2009

1.00

—

(2)

—

(2)

—

(2)

—

(2)

—

(2)

2010

1.00

—

(2)

—

(2)

—

(2)

—

(2)

—

(2)

2011

1.00

—

(2)

—

(2)

—

(2)

—

(2)

—

(2)

(1)

If applicable, certain fees were waived and/or reimbursed. If such waivers/reimbursements had not occurred, the ratios would have been as indicated.

(2)

Amount is less than $0.005.

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report

123

Net Asset
Value, end
of period

Total
return

Ratio of Net
Expenses to
Average Net
Assets

Ratio of Net
Investment
Income (Loss)
to Average
Net Assets

Ratio of Expenses
(Prior to
Reimbursements)
to Average
Net Assets(1)

Net Assets,
end of
period
(000 omitted)

1.00

2.76

0.88

2.69

0.88

48,585

1.00

1.86

0.88

1.75

0.88

144,861

1.00

0.10

0.78

0.12

0.89

76,805

1.00

0.01

0.44

0.01

0.89

66,919

1.00

0.01

0.30

0.01

0.92

73,147

1.00

2.51

1.15

2.48

1.15

6,086

1.00

1.61

1.13

1.48

1.13

38,466

1.00

0.03

0.87

0.03

1.15

21,709

1.00

0.01

0.45

0.01

1.16

15,539

1.00

0.01

0.30

0.01

1.17

18,882

1.00

4.37

0.79

4.27

0.79

632,776

1.00

1.59

0.80

1.53

0.80

779,158

1.00

0.01

0.45

0.02

0.87

260,720

1.00

0.01

0.31

0.01

0.88

214,981

1.00

0.01

0.24

0.01

0.84

262,067

1.00

4.11

1.04

4.02

1.04

528,326

1.00

1.34

1.04

1.48

1.04

299,329

1.00

0.01

0.42

0.01

1.12

135,260

1.00

0.01

0.32

0.01

1.13

134,974

1.00

0.01

0.24

0.01

1.09

97,936

1.00

4.63

0.54

4.51

0.54

60,548

1.00

1.85

0.55

1.91

0.55

36,102

1.00

0.03

0.37

0.03

0.63

62,376

1.00

0.01

0.31

0.01

0.63

45,724

1.00

0.01

0.24

0.01

0.59

73,921

Annual Shareholder Report

124

Financial Highlights (Continued)

Money Market Funds (Continued)

(For a share outstanding throughout each period)

Net Asset
Value,
beginning
of period

Net
investment
income
(loss)

Net realized
and unrealized
gain (loss) on
investments

Total from
investment
operations

Distributions
from net
investment
income

Distributions
from net
realized gain
on investment
transactions

Distributions
from return
of capital

Total
distributions

HUNTINGTON OHIO MUNICIPAL MONEY MARKET FUND

Trust Shares

2007

1.00

0.03

—

(2)

0.03

(0.03

)

—

(0.03

)

2008

1.00

0.02

—

(2)

0.02

(0.02

)

—

(0.02

)

2009

1.00

—

(2)

—

(2)

—

(2)

—

(2)

—

(2)

2010

1.00

—

(2)

—

(2)

—

(2)

—

(2)

—

(2)

2011

1.00

—

(2)

—

(2)

—

(2)

—

(2)

—

(2)

Class A Shares

2007

1.00

0.03

—

(2)

0.03

(0.03

)

—

(0.03

)

2008

1.00

0.02

—

(2)

0.02

(0.02

)

—

(0.02

)

2009

1.00

—

(2)

—

(2)

—

(2)

—

(2)

—

(2)

2010

1.00

—

(2)

—

(2)

—

(2)

—

(2)

—

(2)

2011

1.00

—

(2)

—

(2)

—

(2)

—

(2)

—

(2)

HUNTINGTON U.S. TREASURY MONEY MARKET FUND

Trust Shares

2007

1.00

0.04

—

(2)

0.04

(0.04

)

—

(2)

—

(0.04

)

2008

1.00

0.01

—

(2)

0.01

(0.01

)

—

(0.01

)

2009

1.00

—

(2)

—

(2)

—

(2)

—

(2)

—

(2)

2010

1.00

—

(2)

—

(2)

—

(2)

—

(2)

—

(2)

2011

1.00

—

(2)

—

(2)

—

(2)

—

(2)

—

(2)

—

(2)

Class A Shares

2007

1.00

0.04

—

(2)

0.04

(0.04

)

—

(2)

—

(0.04

)

2008

1.00

0.01

—

(2)

0.01

(0.01

)

—

(0.01

)

2009

1.00

—

(2)

—

(2)

—

(2)

—

(2)

—

(2)

2010

1.00

—

(2)

—

(2)

—

(2)

—

(2)

—

(2)

2011

1.00

—

(2)

—

(2)

—

(2)

—

(2)

—

(2)

—

(2)

(1)

If applicable, certain fees were waived and/or reimbursed. If such waivers/reimbursements had not occurred, the ratios would have been as indicated.

(2)

Amount is less than $0.005.

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report

125

Net Asset
Value, end of
period

Total
return

Ratio of Net
Expenses to
Average Net
Assets

Ratio of Net
Investment
Income (Loss)
to Average
Net Assets

Ratio of Expenses
(Prior to
Reimbursements)
to Average
Net Assets(1)

Net Assets,
end of
period
(000 omitted)

1.00

2.83

0.82

2.78

0.82

199,613

1.00

1.81

0.83

1.73

0.83

312,467

1.00

0.12

0.78

0.14

0.89

142,956

1.00

0.01

0.42

0.01

0.88

81,023

1.00

0.01

0.28

0.01

0.84

61,212

1.00

2.57

1.07

2.54

1.07

122,147

1.00

1.56

1.08

1.54

1.08

106,617

1.00

0.02

0.82

0.02

1.14

112,048

1.00

0.01

0.41

0.01

1.12

117,109

1.00

0.01

0.28

0.01

1.09

83,858

1.00

4.01

0.72

3.89

0.72

757,331

1.00

0.93

0.69

0.93

0.76

583,050

1.00

0.01

0.20

0.01

0.79

261,263

1.00

0.01

0.15

0.01

0.76

312,870

1.00

0.01

0.07

0.01

0.74

251,704

1.00

3.75

0.97

3.61

0.97

103,041

1.00

0.74

0.83

0.67

0.98

126,485

1.00

0.01

0.20

0.01

1.03

54,935

1.00

0.01

0.15

0.01

1.01

74,845

1.00

0.01

0.07

0.01

0.99

83,204

Annual Shareholder Report

126

Financial Highlights (Continued)

Equity Funds

(For a share outstanding throughout each period)

Net Asset
Value,
beginning
of period

Net
investment
income (loss)

Net realized
and unrealized
gain (loss) on
investments

Total from
investment
operations

Distributions
from net
investment
income

Distributions
from net
realized gain
on investment
transactions

Distributions
from return
of capital

Total
distributions

HUNTINGTON DISCIPLINED EQUITY FUND

Trust Shares

2011(3)

10.00

0.04

(0.19

)

(0.15

)

(0.04

)

—

(0.04

)

Class A Shares

2011(3)

10.00

0.02

(0.19

)

(0.17

)

(0.04

)

—

(0.04

)

HUNTINGTON DIVIDEND CAPTURE FUND

Trust Shares

2007

11.64

0.38

(1.15

)

(0.77

)

(0.39

)

(0.59

)

—

(0.98

)

2008

9.89

0.40

(3.18

)

(2.78

)

(0.39

)

(0.12

)

(0.03

)

(0.54

)

2009

6.57

0.29

1.31

1.60

(0.29

)

—

(0.02

)

(0.31

)

2010

7.86

0.25

0.83

1.08

(0.25

)

—

(0.25

)

2011

8.69

0.30

0.22

0.52

(0.30

)

—

(0.30

)

Class A Shares

2007

11.63

0.35

(1.14

)

(0.79

)

(0.36

)

(0.59

)

—

(0.95

)

2008

9.89

0.38

(3.18

)

(2.80

)

(0.37

)

(0.12

)

(0.03

)

(0.52

)

2009

6.57

0.27

1.31

1.58

(0.27

)

—

(0.02

)

(0.29

)

2010

7.86

0.23

0.83

1.06

(0.23

)

—

(0.23

)

2011

8.69

0.28

0.21

0.49

(0.28

)

—

(0.28

)

HUNTINGTON GLOBAL SELECT MARKETS FUND

Trust Shares

2009(6)

10.00

—

(7)

—

(7)

—

(7)

—

2010

10.00

0.03

1.55

1.58

(0.11

)

—

(0.01

)

(0.12

)

2011

11.46

0.08

(1.99

)

(1.91

)

(0.05

)

(0.14

)

—

(0.19

)

Class A Shares

2009(6)

10.00

—

(7)

—

(7)

—

(7)

—

2010

10.00

0.01

1.53

1.54

(0.09

)

—

(0.02

)

(0.11

)

2011

11.43

0.04

(1.97

)

(1.93

)

—

(7)

(0.14

)

—

(0.14

)

(1)

If applicable, certain fees were waived and/or reimbursed. If such waivers/reimbursements had not occurred, the ratios would have been as indicated.

(2)

Portfolio Turnover is calculated on the basis of the Fund as a whole without distinguishing among classes of shares.

(3)

Reflects operations for the period from August 1, 2011 (commencement of operations) to December 31, 2011.

(4)

Not Annualized.

(5)

Computed on an annualized basis.

(6)

Reflects operations for the period from December 30, 2009 (commencement of operations) to December 31, 2009.

(7)

Amount is less than $0.005.

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report

127


Net Asset Value, end of period		Total return			Ratio of Net Expenses to Average Net Assets			Ratio of Net Investment Income (Loss) to Average Net Assets			Ratio of Expenses (Prior to Reimbursements) to Average Net Assets(1)			Net Assets, end of period (000 omitted)		Portfolio turnover rate(2)


$	9.81		(1.50	)%(4)		1.20	%(5)		0.98	%(5)		1.33	%(5)	$	65,294		3	%(4)

$	9.79		(1.73	)%(4)		1.45	%(5)		0.72	%(5)		1.58	%(5)	$	5,661		3	%(4)


$	9.89		(6.91	)%		1.30	%		3.35	%		1.30	%	$	93,862		87	%
$	6.57		(29.26	)%		1.31	%		4.56	%		1.31	%	$	60,162		66	%
$	7.86		25.24	%		1.41	%		4.37	%		1.41	%	$	74,593		99	%
$	8.69		13.99	%		1.40	%		3.05	%		1.40	%	$	100,622		115	%
$	8.91		6.03	%		1.36	%		3.40	%		1.36	%	$	117,798		143	%

$	9.89		(7.14	)%		1.55	%		3.11	%		1.55	%	$	10,366		87	%
$	6.57		(29.41	)%		1.56	%		4.18	%		1.56	%	$	5,094		66	%
$	7.86		24.93	%		1.66	%		4.10	%		1.66	%	$	5,473		99	%
$	8.69		13.72	%		1.64	%		2.82	%		1.64	%	$	17,784		115	%
$	8.90		5.65	%		1.61	%		3.19	%		1.61	%	$	26,843		143	%


$	10.00		0.00	%(4)		1.83	%(5)		(1.46	)%(5)		1.83	%(5)	$	1		—	%(4)
$	11.46		15.85	%		1.90	%		0.40	%		2.19	%	$	41,116		45	%
$	9.36		(16.67	)%		1.79	%		0.71	%		1.79	%	$	38,871		110	%

$	10.00		0.00	%(4)		2.19	%(5)		(2.92	)%(5)		2.19	%(5)	$	1		—	%(4)
$	11.43		15.38	%		2.16	%		0.20	%		2.44	%	$	860		45	%
$	9.36		(16.80	)%		2.04	%		0.48	%		2.04	%	$	541		110	%

Annual Shareholder Report

128

Financial Highlights (Continued)

Equity Funds (Continued)

(For a share outstanding throughout each period)

Net Asset
Value,
beginning
of period

Net
investment
income (loss)

Net realized
and unrealized
gain (loss) on
investments

Total from
investment
operations

Distributions
from net
investment
income

Distributions
from net
realized gain
on investment
transactions

Distributions
from return
of capital

Total
distributions

HUNTINGTON GROWTH FUND

Trust Shares

2007

37.24

0.12

5.57

5.69

(0.11

)

(7.81

)

—

(7.92

)

2008

35.01

0.05

(12.12

)

(12.07

)

(0.04

)

(3.19

)

—

(3.23

)

2009

19.71

0.01

3.45

3.46

—

(3)

—

(3)

2010

23.17

0.01

2.36

2.37

—

(3)

—

(3)

2011

25.54

0.05

(0.72

)

(0.67

)

—

(0.09

)

—

(0.09

)

Class A Shares

2007

36.66

0.03

5.47

5.50

(0.04

)

(7.81

)

—

(7.85

)

2008

34.31

(0.03

)

(11.83

)

(11.86

)

—

(3)

(3.19

)

—

(3.19

)

2009

19.26

(0.04

)

3.37

3.33

—

2010

22.59

(0.03

)

2.27

2.24

—

(3)

—

(3)

2011

24.83

(0.01

)

(0.70

)

(0.71

)

—

(0.09

)

—

(0.09

)

HUNTINGTON INCOME EQUITY FUND

Trust Shares

2007

31.11

0.55

—

(3)

0.55

(0.54

)

(4.66

)

—

(5.20

)

2008

26.46

0.55

(10.54

)

(9.99

)

(0.54

)

(0.11

)

(0.03

)

(0.68

)

2009

15.79

0.47

2.87

3.34

(0.47

)

—

(0.01

)

(0.48

)

2010

18.65

0.49

1.62

2.11

(0.48

)

—

(0.48

)

2011

20.28

0.70

0.69

1.39

(0.72

)

—

(0.72

)

Class A Shares

2007

31.11

0.46

0.01

0.47

(0.46

)

(4.66

)

—

(5.12

)

2008

26.46

0.51

(10.54

)

(10.03

)

(0.49

)

(0.11

)

(0.03

)

(0.63

)

2009

15.80

0.44

2.86

3.30

(0.43

)

—

(0.01

)

(0.44

)

2010

18.66

0.44

1.62

2.06

(0.43

)

—

(0.43

)

2011

20.29

0.65

0.68

1.33

(0.67

)

—

(0.67

)

(1)

Based on net asset value, which does not reflect a sales charge or contingent deferred sales charge, if applicable.

(2)

Portfolio Turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares.

(3)

Amount is less than $0.005.

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report

129


Net Asset Value, end of period		Total return(1)			Ratio of Net Expenses to Average Net Assets			Ratio of Net Investment Income (Loss) to Average Net Assets			Ratio of Expenses (Prior to Reimbursements) to Average Net Assets			Net Assets, end of period (000 omitted)		Portfolio turnover rate(2)


$	35.01		15.93	%		1.13	%		0.32	%		1.13	%	$	227,972		86	%
$	19.71		(37.76	)%		1.15	%		0.15	%		1.15	%	$	129,745		83	%
$	23.17		17.58	%		1.20	%		0.03	%		1.20	%	$	140,206		120	%
$	25.54		10.23	%		1.23	%		0.04	%		1.23	%	$	123,809		292	%
$	24.78		(2.61	)%		1.19	%		0.21	%		1.19	%	$	120,019		137	%

$	34.31		15.62	%		1.38	%		0.07	%		1.38	%	$	9,680		86	%
$	19.26		(37.92	)%		1.40	%		(0.11	)%		1.40	%	$	5,436		83	%
$	22.59		17.29	%		1.45	%		(0.22	)%		1.45	%	$	6,096		120	%
$	24.83		9.92	%		1.47	%		(0.15	)%		1.47	%	$	8,532		292	%
$	24.03		(2.84	)%		1.44	%		(0.03	)%		1.44	%	$	7,652		137	%


$	26.46		1.90	%		1.14	%		1.72	%		1.14	%	$	158,501		90	%
$	15.79		(38.35	)%		1.16	%		2.60	%		1.16	%	$	89,815		88	%
$	18.65		21.92	%		1.22	%		3.05	%		1.22	%	$	104,433		90	%
$	20.28		11.59	%		1.22	%		2.59	%		1.22	%	$	101,076		89	%
$	20.95		6.92	%		1.19	%		3.36	%		1.19	%	$	114,048		197	%

$	26.46		1.65	%		1.39	%		1.48	%		1.39	%	$	6,330		90	%
$	15.80		(38.47	)%		1.41	%		2.34	%		1.41	%	$	3,214		88	%
$	18.66		21.60	%		1.47	%		2.83	%		1.47	%	$	3,271		90	%
$	20.29		11.31	%		1.47	%		2.39	%		1.47	%	$	5,935		89	%
$	20.95		6.60	%		1.44	%		3.08	%		1.44	%	$	5,464		197	%

Annual Shareholder Report

130

Financial Highlights (Continued)

Equity Funds (Continued)

(For a share outstanding throughout each period)

Net Asset
Value,
beginning
of period

Net
investment
income (loss)

Net realized
and unrealized
gain (loss) on
investments

Total from
investment
operations

Distributions
from net
investment
income

Distributions
from net
realized gain
on investment
transactions

Distributions
from return
of capital

Total
distributions

HUNTINGTON INTERNATIONAL EQUITY FUND

Trust Shares

2007

13.93

0.13

2.20

2.33

(0.15

)

(1.10

)

—

(1.25

)

2008

15.01

0.17

(6.36

)

(6.19

)

(0.13

)

(0.47

)

—

(0.60

)

2009

8.22

0.17

2.52

2.69

(0.10

)

(0.02

)

—

(0.12

)

2010

10.79

0.13

0.70

0.83

(0.09

)

—

(0.09

)

2011

11.53

0.15

(1.47

)

(1.32

)

(0.12

)

—

(0.12

)

Class A Shares

2007

13.84

0.08

2.19

2.27

(0.11

)

(1.10

)

—

(1.21

)

2008

14.90

0.13

(6.29

)

(6.16

)

(0.11

)

(0.47

)

—

(0.58

)

2009

8.16

0.13

2.51

2.64

(0.06

)

(0.02

)

—

(0.08

)

2010

10.72

0.08

0.73

0.81

(0.08

)

—

(0.08

)

2011

11.45

0.13

(1.47

)

(1.34

)

(0.09

)

—

(0.09

)

HUNTINGTON MACRO 100 FUND

Trust Shares

2007

11.84

—

(3)

(0.33

)

(0.33

)

—

(1.46

)

—

(1.46

)

2008

10.05

0.09

(3.54

)

(3.45

)

(0.09

)

—

(0.09

)

2009

6.51

0.02

1.88

1.90

(0.02

)

—

(0.02

)

2010

8.39

0.01

1.30

1.31

(0.01

)

—

(0.01

)

2011

9.69

0.02

(0.17

)

(0.15

)

(0.03

)

—

(0.03

)

Class A Shares

2007

11.76

(0.03

)

(0.33

)

(0.36

)

—

(1.46

)

—

(1.46

)

2008

9.94

0.07

(3.49

)

(3.42

)

(0.07

)

—

(0.07

)

2009

6.45

—

(3)

1.85

—

2010

8.30

(0.01

)

1.28

1.27

—

2011

9.57

—

(3)

(0.17

)

(0.17

)

—

(1)

Based on net asset value, which does not reflect a sales charge or contingent deferred sales charge, if applicable.

(2)

Portfolio Turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares.

(3)

Amount is less than $0.005.

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report

131


Net Asset Value, end of period		Total return(1)			Ratio of Net Expenses to Average Net Assets			Ratio of Net Investment Income (Loss) to Average Net Assets			Ratio of Expenses (Prior to Reimbursements) to Average Net Assets			Net Assets, end of period (000 omitted)		Portfolio turnover rate(2)


$	15.01		17.06	%		1.54	%		0.92	%		1.54	%	$	324,158		25	%
$	8.22		(41.73	)%		1.57	%		1.37	%		1.57	%	$	191,163		21	%
$	10.79		32.84	%		1.59	%		1.68	%		1.59	%	$	322,427		26	%
$	11.53		7.72	%		1.59	%		1.14	%		1.59	%	$	296,797		41	%
$	10.09		(11.40	)%		1.56	%		1.28	%		1.56	%	$	255,832		39	%

$	14.90		16.76	%		1.79	%		0.71	%		1.79	%	$	11,151		25	%
$	8.16		(41.88	)%		1.82	%		1.13	%		1.82	%	$	6,929		21	%
$	10.72		32.45	%		1.84	%		1.28	%		1.84	%	$	7,547		26	%
$	11.45		7.54	%		1.84	%		0.86	%		1.84	%	$	10,631		41	%
$	10.02		(11.67	)%		1.81	%		1.03	%		1.81	%	$	8,192		39	%


$	10.05		(3.12	)%		1.36	%		0.02	%		1.36	%	$	32,284		153	%
$	6.51		(34.32	)%		1.56	%		0.88	%		1.56	%	$	13,521		318	%
$	8.39		29.15	%		1.55	%		0.28	%		1.55	%	$	28,278		10	%
$	9.69		15.60	%		1.45	%		0.13	%		1.45	%	$	43,631		27	%
$	9.51		(1.56	)%		1.46	%		0.27	%		1.46	%	$	52,481		89	%

$	9.94		(3.40	)%		1.61	%		(0.23	)%		1.61	%	$	2,621		153	%
$	6.45		(34.45	)%		1.82	%		0.66	%		1.82	%	$	1,001		318	%
$	8.30		28.68	%		1.80	%		0.06	%		1.80	%	$	853		10	%
$	9.57		15.30	%		1.69	%		(0.09	)%		1.69	%	$	1,816		27	%
$	9.40		(1.78	)%		1.71	%		(0.01	)%		1.71	%	$	1,496		89	%

Annual Shareholder Report

132

Financial Highlights (Continued)

Equity Funds (Continued)

(For a share outstanding throughout each period)

Net Asset
Value,
beginning
of period

Net
investment
income (loss)

Net realized
and unrealized
gain (loss) on
investments

Total from
investment
operations

Distributions
from net
investment
income

Distributions
from net
realized gain
on investment
transactions

Distributions
from return
of capital

Total
distributions

HUNTINGTON MID CORP AMERICA FUND

Trust Shares

2007

16.43

(0.01

)

1.26

1.25

—

(3)

(1.37

)

—

(1.37

)

2008

16.31

0.02

(5.98

)

(5.96

)

(0.01

)

(0.41

)

—

(0.42

)

2009

9.93

0.04

3.20

3.24

(0.04

)

—

(0.04

)

2010

13.13

0.01

3.00

3.01

(0.01

)

(0.50

)

—

(0.51

)

2011

15.63

0.01

(0.43

)

(0.42

)

(0.01

)

(1.44

)

—

(1.45

)

Class A Shares

2007

16.18

(0.05

)

1.24

1.19

—

(1.37

)

—

(1.37

)

2008

16.00

(0.02

)

(5.84

)

(5.86

)

—

(0.41

)

—

(0.41

)

2009

9.73

0.01

3.12

3.13

(0.01

)

—

(0.01

)

2010

12.85

(0.01

)

2.91

2.90

—

(0.50

)

—

(0.50

)

2011

15.25

(0.03

)

(0.41

)

(0.44

)

—

(1.44

)

—

(1.44

)

HUNTINGTON NEW ECONOMY FUND

Trust Shares

2007

16.04

0.02

1.84

1.86

(0.01

)

(3.16

)

—

(3.17

)

2008

14.73

(0.04

)(4)

(7.97

)

(8.01

)

—

(0.01

)

(0.01

)

2009

6.71

(0.03

)

2.66

2.63

—

2010

9.34

(0.09

)

1.53

1.44

—

2011

10.78

(0.22

)

(1.66

)

(1.88

)

—

Class A Shares

2007

15.81

(0.01

)

1.81

1.80

—

(3.16

)

—

(3.16

)

2008

14.45

(0.07

)(4)

(7.81

)

(7.88

)

—

(0.01

)

(0.01

)

2009

6.56

(0.05

)

2.60

2.55

—

2010

9.11

(0.10

)

1.48

1.38

—

2011

10.49

(0.15

)

(1.70

)

(1.85

)

—

(1)

Based on net asset value, which does not reflect a sales charge or contingent deferred sales charge, if applicable.

(2)

Portfolio Turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares.

(3)

Amount is less than $0.005.

(4)

Per share net investment income (loss) has been calculated using the average shares method.

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report

133


Net Asset Value, end of period		Total return(1)			Ratio of Net Expenses to Average Net Assets			Ratio of Net Investment Income (Loss) to Average Net Assets			Ratio of Expenses (Prior to Reimbursements) to Average Net Assets			Net Assets, end of period (000 omitted)		Portfolio turnover rate(2)


$	16.31		7.79	%		1.30	%		(0.04	)%		1.30	%	$	149,245		11	%
$	9.93		(37.51	)%		1.31	%		0.10	%		1.31	%	$	87,843		18	%
$	13.13		32.59	%		1.36	%		0.30	%		1.36	%	$	131,638		12	%
$	15.63		22.94	%		1.36	%		0.08	%		1.36	%	$	141,282		19	%
$	13.76		(2.37	)%		1.32	%		0.03	%		1.32	%	$	122,124		25	%

$	16.00		7.53	%		1.55	%		(0.29	)%		1.55	%	$	5,240		11	%
$	9.73		(37.62	)%		1.56	%		(0.16	)%		1.56	%	$	2,875		18	%
$	12.85		32.19	%		1.61	%		0.04	%		1.61	%	$	3,608		12	%
$	15.25		22.61	%		1.61	%		(0.13	)%		1.61	%	$	7,513		19	%
$	13.37		(2.56	)%		1.57	%		(0.23	)%		1.57	%	$	6,610		25	%


$	14.73		12.19	%		1.41	%		0.14	%		1.41	%	$	106,812		119	%
$	6.71		(54.43	)%		1.44	%		(0.38	)%		1.44	%	$	35,041		127	%
$	9.34		39.20	%		1.55	%		(0.34	)%		1.55	%	$	45,656		114	%
$	10.78		15.42	%		1.55	%		(0.86	)%		1.55	%	$	50,583		256	%
$	8.90		(17.44	)%		1.55	%		(0.96	)%		1.55	%	$	14,971		281	%

$	14.45		11.99	%		1.66	%		(0.11	)%		1.66	%	$	8,943		119	%
$	6.56		(54.58	)%		1.69	%		(0.63	)%		1.69	%	$	3,294		127	%
$	9.11		38.87	%		1.80	%		(0.62	)%		1.80	%	$	3,609		114	%
$	10.49		15.15	%		1.80	%		(1.11	)%		1.80	%	$	5,299		256	%
$	8.64		(17.64	)%		1.80	%		(1.19	)%		1.80	%	$	3,006		281	%

Annual Shareholder Report

134

Financial Highlights (Continued)

Equity Funds (Continued)

(For a share outstanding throughout each period)

Net Asset
Value,
beginning
of period

Net
investment
income (loss)

Net realized
and unrealized
gain (loss) on
investments

Total from
investment
operations

Distributions
from net
investment
income

Distributions
from net
realized gain
on investment
transactions

Distributions
from return
of capital

Total
distributions

HUNTINGTON REAL STRATEGIES FUND

Trust Shares

2007(3)

10.00

0.11

0.92

1.03

(0.11

)

(0.13

)

—

(0.24

)

2008

10.79

0.05

(6)

(5.86

)

(5.81

)

(0.05

)

—

(0.03

)

(0.08

)

2009

4.90

0.04

1.54

1.58

(0.06

)

—

(0.06

)

2010

6.42

0.02

1.59

1.61

(0.04

)

—

(0.04

)

2011

7.99

0.05

(0.82

)

(0.77

)

(0.07

)

—

(0.07

)

Class A Shares

2007(3)

10.00

0.09

0.92

1.01

(0.10

)

(0.13

)

—

(0.23

)

2008

10.78

0.03

(6)

(5.85

)

(5.82

)

(0.02

)

—

(0.02

)

(0.04

)

2009

4.92

0.03

1.54

1.57

(0.06

)

—

(0.06

)

2010

6.43

0.01

1.59

1.60

(0.03

)

—

(0.03

)

2011

8.00

0.03

(0.82

)

(0.79

)

(0.05

)

—

(0.05

)

HUNTINGTON ROTATING MARKETS FUND

Trust Shares

2007

13.31

0.14

1.00

1.14

(0.14

)

(0.68

)

—

(0.82

)

2008

13.63

0.10

(5.71

)

(5.61

)

(0.10

)

(0.19

)

—

(0.29

)

2009

7.73

0.10

2.50

2.60

(0.10

)

—

(0.10

)

2010

10.23

0.03

0.59

0.62

—

(7)

—

(7)

2011

10.85

0.17

0.54

0.71

(0.03

)

—

(0.03

)

Class A Shares

2007

13.23

0.10

0.99

1.09

(0.10

)

(0.68

)

—

(0.78

)

2008

13.54

0.07

(5.66

)

(5.59

)

(0.07

)

(0.19

)

—

(0.26

)

2009

7.69

0.08

2.48

2.56

(0.07

)

—

(0.07

)

2010

10.18

0.01

0.59

0.60

—

(7)

—

(7)

2011

10.78

0.14

0.53

0.67

—

(7)

—

(7)

(1)

Based on net asset value, which does not reflect a sales charge or contingent deferred sales charge, if applicable.

(2)

Portfolio Turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares.

(3)

Reflects operations for the period from May 1, 2007 (commencement of operations) to December 31, 2007.

(4)

Not Annualized.

(5)

Computed on an annualized basis.

(6)

Per share net investment income (loss) has been calculated using the average shares method.

(7)

Amount is less than $0.005.

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report

135


Net Asset Value, end of period		Total return(1)			Ratio of Net Expenses to Average Net Assets			Ratio of Net Investment Income (Loss) to Average Net Assets			Ratio of Expenses (Prior to Reimbursements) to Average Net Assets			Net Assets, end of period (000 omitted)		Portfolio turnover rate(2)


$	10.79		10.41	%(4)		1.49	%(5)		2.54	%(5)		1.61	%(5)	$	44,523		39	%(4)
$	4.90		(53.87	)%		1.38	%		0.65	%		1.38	%	$	35,110		72	%
$	6.42		32.33	%		1.38	%		0.82	%		1.38	%	$	72,641		36	%
$	7.99		25.09	%		1.35	%		0.27	%		1.35	%	$	90,813		22	%
$	7.15		(9.64	)%		1.35	%		0.66	%		1.35	%	$	92,475		60	%

$	10.78		10.22	%(4)		1.70	%(5)		2.30	%(5)		1.83	%(5)	$	706		39	%(4)
$	4.92		(53.95	)%		1.63	%		0.39	%		1.63	%	$	514		72	%
$	6.43		31.82	%		1.63	%		0.64	%		1.63	%	$	1,114		36	%
$	8.00		24.85	%		1.60	%		0.03	%		1.60	%	$	2,052		22	%
$	7.16		(9.88	)%		1.60	%		0.39	%		1.60	%	$	2,004		60	%


$	13.63		8.67	%		1.08	%		1.08	%		1.08	%	$	53,375		54	%
$	7.73		(41.68	)%		1.18	%		0.85	%		1.18	%	$	28,390		218	%
$	10.23		33.64	%		1.19	%		1.16	%		1.19	%	$	41,786		230	%
$	10.85		6.07	%		1.19	%		0.27	%		1.19	%	$	36,729		250	%
$	11.53		6.57	%		1.21	%		1.39	%		1.21	%	$	35,046		2	%

$	13.54		8.43	%		1.33	%		0.69	%		1.33	%	$	3,982		54	%
$	7.69		(41.81	)%		1.43	%		0.59	%		1.43	%	$	2,000		218	%
$	10.18		33.32	%		1.44	%		0.85	%		1.44	%	$	1,937		230	%
$	10.78		5.90	%		1.43	%		0.09	%		1.43	%	$	2,600		250	%
$	11.45		6.26	%		1.46	%		1.13	%		1.46	%	$	2,371		2	%

Annual Shareholder Report

136

Financial Highlights (Continued)

Equity Funds (Continued)

(For a share outstanding throughout each period)

Net Asset
Value,
beginning
of period

Net
investment
income (loss)

Net realized
and unrealized
gain (loss) on
investments

Total from
investment
operations

Distributions
from net
investment
income

Distributions
from net
realized gain
on investment
transactions

Distributions
from return
of capital

Total
distributions

HUNTINGTON SITUS FUND

Trust Shares

2007

20.14

0.02

1.94

1.96

—

(2.10

)

—

(2.10

)

2008

20.00

0.01

(7.83

)

(7.82

)

—

(0.47

)

—

(0.47

)

2009

11.71

0.03

4.27

4.30

(0.01

)

(0.03

)

(0.02

)

(0.06

)

2010

15.95

(0.03

)

4.29

4.26

—

2011

20.21

(0.05

)

(0.63

)

(0.68

)

—

Class A Shares

2007

19.92

(0.03

)

1.91

1.88

—

(2.10

)

—

(2.10

)

2008

19.70

(0.03

)

(7.71

)

(7.74

)

—

(0.47

)

—

(0.47

)

2009

11.49

(0.01

)

4.19

4.18

—

(4)

(0.03

)

—

(4)

(0.03

)

2010

15.64

(0.06

)

4.20

4.14

—

2011

19.78

(0.10

)

(0.62

)

(0.72

)

—

HUNTINGTON TECHNICAL OPPORTUNITIES FUND

Trust Shares

2008(5)

10.00

(0.06

)(6)

(3.31

)

(3.37

)

—

(0.03

)

(0.03

)

2009

6.60

0.05

1.07

1.12

(0.05

)

—

(0.05

)

2010

7.67

(0.04

)

0.63

0.59

—

(4)

—

(4)

2011

8.26

(0.04

)

(0.99

)

(1.03

)

—

Class A Shares

2008(5)

10.00

(0.08

)(6)

(3.30

)

(3.38

)

—

(0.03

)

(0.03

)

2009

6.59

0.03

1.06

1.09

(0.03

)

—

(0.03

)

2010

7.65

(0.05

)

0.62

0.57

—

(4)

—

(4)

2011

8.22

(0.05

)

(1.00

)

(1.05

)

—

(1)

Based on net asset value, which does not reflect a sales charge or contingent deferred sales charge, if applicable.

(2)

If applicable, certain fees were waived and/or reimbursed. If such waivers/reimbursements had not occurred, the ratios would have been as indicated.

(3)

Portfolio Turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares.

(4)

Amount is less than $0.005.

(5)

Reflects operations for the period from May 1, 2008 (commencement of operations) to December 31, 2008.

(6)

Per share net investment income (loss) has been calculated using the average shares method.

(7)

Not Annualized.

(8)

Computed on an annualized basis.

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report

137


Net Asset Value, end of period		Total return(1)			Ratio of Net Expenses to Average Net Assets			Ratio of Net Investment Income (Loss) to Average Net Assets			Ratio of Expenses (Prior to Reimbursements) to Average Net Assets(2)			Net Assets, end of period (000 omitted)		Portfolio turnover rate(3)


$	20.00		9.95	%		1.32	%		0.09	%		1.32	%	$	108,350		22	%
$	11.71		(39.25	)%		1.34	%		0.06	%		1.34	%	$	77,947		19	%
$	15.95		36.86	%		1.38	%		0.25	%		1.38	%	$	141,342		25	%
$	20.21		26.71	%		1.36	%		(0.16	)%		1.36	%	$	183,311		32	%
$	19.53		(3.36	)%		1.32	%		(0.25	)%		1.32	%	$	166,134		18	%

$	19.70		9.66	%		1.57	%		(0.15	)%		1.57	%	$	15,658		22	%
$	11.49		(39.44	)%		1.59	%		(0.21	)%		1.59	%	$	12,121		19	%
$	15.64		36.52	%		1.63	%		(0.01	)%		1.63	%	$	16,747		25	%
$	19.78		26.47	%		1.61	%		(0.38	)%		1.61	%	$	23,990		32	%
$	19.06		(3.64	)%		1.57	%		(0.50	)%		1.57	%	$	22,409		18	%


$	6.60		(33.68	)%(7)		2.58	%(8)		(1.04	)%(8)		2.58	%(8)	$	6,148		152	%(7)
$	7.67		16.91	%		1.94	%		0.68	%		1.94	%	$	9,644		374	%
$	8.26		7.72	%		1.75	%		(0.49	)%		1.75	%	$	10,574		436	%
$	7.23		(12.47	)%		1.92	%		(0.50	)%		2.05	%	$	8,980		241	%

$	6.59		(33.81	)%(7)		3.13	%(8)		(1.49	)%(8)		3.13	%(8)	$	67		152	%(7)
$	7.65		16.52	%		2.20	%		0.41	%		2.20	%	$	61		374	%
$	8.22		7.48	%		1.98	%		(0.69	)%		1.98	%	$	106		436	%
$	7.17		(12.77	)%		2.18	%		(0.67	)%		2.30	%	$	191		241	%

Annual Shareholder Report

138

Financial Highlights (Continued)

Income Funds

(For a share outstanding throughout each period)

Net Asset
Value,
beginning
of period

Net
investment
income (loss)

Net realized
and unrealized
gain (loss) on
investments

Total from
investment
operations

Distributions
from net
investment
income

Distributions
from net
realized gain
on investment
transactions

Distributions
from return
of capital

Total
distributions

HUNTINGTON FIXED INCOME SECURITIES FUND

Trust Shares

2007

20.76

0.87

0.39

1.26

(0.87

)

—

(3)

—

(0.87

)

2008

21.15

0.85

0.24

1.09

(0.85

)

(0.05

)

—

(0.90

)

2009

21.34

0.78

0.34

1.12

(0.78

)

(0.06

)

—

(0.84

)

2010

21.62

0.67

0.57

1.24

(0.67

)

(0.03

)

—

(0.70

)

2011

22.16

0.60

0.76

1.36

(0.60

)

(0.33

)

—

(0.93

)

Class A Shares

2007

20.76

0.82

0.39

1.21

(0.82

)

—

(3)

—

(0.82

)

2008

21.15

0.80

0.24

1.04

(0.80

)

(0.05

)

—

(0.85

)

2009

21.34

0.73

0.34

1.07

(0.73

)

(0.06

)

—

(0.79

)

2010

21.62

0.61

0.57

1.18

(0.61

)

(0.03

)

—

(0.64

)

2011

22.16

0.55

0.76

1.31

(0.55

)

(0.33

)

—

(0.88

)

HUNTINGTON INTERMEDIATE GOVERNMENT INCOME FUND

Trust Shares

2007

10.24

0.41

0.25

0.66

(0.41

)

—

(0.41

)

2008

10.49

0.41

0.40

0.81

(0.41

)

—

(0.41

)

2009

10.89

0.35

(0.15

)

0.20

(0.35

)

—

(0.35

)

2010

10.74

0.31

0.19

0.50

(0.31

)

(0.03

)

—

(0.34

)

2011

10.90

0.26

0.28

0.54

(0.27

)

(0.02

)

—

(0.29

)

Class A Shares

2007

10.24

0.38

0.25

0.63

(0.38

)

—

(0.38

)

2008

10.49

0.38

0.40

0.78

(0.38

)

—

(0.38

)

2009

10.89

0.32

(0.15

)

0.17

(0.32

)

—

(0.32

)

2010

10.74

0.28

0.19

0.47

(0.28

)

(0.03

)

—

(0.31

)

2011

10.90

0.24

0.26

0.50

(0.24

)

(0.02

)

—

(0.26

)

(1)

Based on net asset value, which does not reflect a sales charge or contingent deferred sales charge, if applicable.

(2)

Portfolio Turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares.

(3)

Amount is less than $0.005.

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report

139


Net Asset Value, end of period		Total return(1)			Ratio of Net Expenses to Average Net Assets			Ratio of Net Investment Income (Loss) to Average Net Assets			Ratio of Expenses (Prior to Reimbursements) to Average Net Assets			Net Assets, end of period (000 omitted)		Portfolio turnover rate(2)


$	21.15		6.23	%		1.04	%		4.18	%		1.04	%	$	183,283		42	%
$	21.34		5.32	%		1.06	%		4.05	%		1.06	%	$	183,011		31	%
$	21.62		5.36	%		1.08	%		3.62	%		1.08	%	$	229,570		30	%
$	22.16		5.75	%		1.06	%		2.99	%		1.06	%	$	283,953		19	%
$	22.59		6.26	%		1.04	%		2.70	%		1.04	%	$	291,200		35	%

$	21.15		5.96	%		1.29	%		3.92	%		1.29	%	$	2,589		42	%
$	21.34		5.06	%		1.31	%		3.80	%		1.31	%	$	2,525		31	%
$	21.62		5.10	%		1.33	%		3.36	%		1.33	%	$	3,420		30	%
$	22.16		5.50	%		1.30	%		2.68	%		1.30	%	$	8,413		19	%
$	22.59		6.01	%		1.29	%		2.45	%		1.29	%	$	8,123		35	%


$	10.49		6.58	%		1.08	%		3.96	%		1.08	%	$	115,155		30	%
$	10.89		7.88	%		1.07	%		3.84	%		1.07	%	$	115,159		27	%
$	10.74		1.86	%		1.10	%		3.21	%		1.10	%	$	110,761		26	%
$	10.90		4.64	%		1.10	%		2.80	%		1.10	%	$	115,470		6	%
$	11.15		5.05	%		1.08	%		2.38	%		1.08	%	$	134,149		21	%

$	10.49		6.32	%		1.33	%		3.71	%		1.33	%	$	1,588		30	%
$	10.89		7.62	%		1.32	%		3.60	%		1.32	%	$	1,438		27	%
$	10.74		1.60	%		1.35	%		2.93	%		1.35	%	$	2,215		26	%
$	10.90		4.38	%		1.34	%		2.50	%		1.34	%	$	4,675		6	%
$	11.14		4.69	%		1.33	%		2.13	%		1.33	%	$	4,832		21	%

Annual Shareholder Report

140

Financial Highlights (Continued)

Income Funds (Continued)

(For a share outstanding throughout each period)

Net Asset
Value,
beginning
of period

Net
investment
income (loss)

Net realized
and unrealized
gain (loss) on
investments

Total from
investment
operations

Distributions
from net
investment
income

Distributions
from net
realized gain
on investment
transactions

Distributions
from return
of capital

Total
distributions

HUNTINGTON MORTGAGE SECURITIES FUND

Trust Shares

2007

9.01

0.34

(0.04

)

0.30

(0.36

)

(0.03

)

—

(0.39

)

2008

8.92

0.34

(0.12

)

0.22

(0.34

)

(0.01

)

—

(0.35

)

2009

8.79

0.29

0.15

0.44

(0.31

)

—

(0.31

)

2010

8.92

0.27

0.19

0.46

(0.28

)

—

(0.28

)

2011

9.10

0.24

0.21

0.45

(0.29

)

—

(0.29

)

Class A Shares

2007

9.06

0.29

(0.02

)

0.27

(0.33

)

(0.03

)

—

(0.36

)

2008

8.97

0.32

(0.13

)

0.19

(0.31

)

(0.01

)

—

(0.32

)

2009

8.84

0.27

0.15

0.42

(0.29

)

—

(0.29

)

2010

8.97

0.23

0.22

0.45

(0.26

)

—

(0.26

)

2011

9.16

0.21

0.22

0.43

(0.27

)

—

(0.27

)

HUNTINGTON OHIO TAX-FREE FUND

Trust Shares

2007

20.86

0.55

0.10

0.65

(0.55

)

(0.01

)

—

(0.56

)

2008

20.95

0.57

(0.17

)

0.40

(0.57

)

(0.03

)

—

(0.60

)

2009

20.75

0.59

0.45

1.04

(0.59

)

—

(0.59

)

2010

21.20

0.50

(0.11

)

0.39

(0.50

)

(0.07

)

—

(0.57

)

2011

21.02

0.46

1.08

1.54

(0.46

)

(0.16

)

—

(0.62

)

Class A Shares

2007

20.84

0.50

0.10

0.60

(0.50

)

(0.01

)

—

(0.51

)

2008

20.93

0.51

(0.16

)

0.35

(0.51

)

(0.03

)

—

(0.54

)

2009

20.74

0.54

0.44

0.98

(0.54

)

—

(0.54

)

2010

21.18

0.45

(0.11

)

0.34

(0.45

)

(0.07

)

—

(0.52

)

2011

21.00

0.40

1.09

1.49

(0.40

)

(0.16

)

—

(0.56

)

(1)

Based on net asset value, which does not reflect a sales charge or contingent deferred sales charge, if applicable.

(2)

Portfolio Turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares.

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report

141


Net Asset Value, end of period		Total return(1)			Ratio of Net Expenses to Average Net Assets			Ratio of Net Investment Income (Loss) to Average Net Assets			Ratio of Expenses (Prior to Reimbursements) to Average Net Assets			Net Assets, end of period (000 omitted)		Portfolio turnover rate(2)


$	8.92		3.33	%		1.09	%		3.72	%		1.09	%	$	83,728		17	%
$	8.79		2.45	%		1.10	%		3.82	%		1.10	%	$	82,729		13	%
$	8.92		5.17	%		1.11	%		3.32	%		1.11	%	$	100,114		24	%
$	9.10		5.21	%		1.11	%		2.87	%		1.11	%	$	96,832		6	%
$	9.26		5.01	%		1.11	%		2.57	%		1.11	%	$	104,098		22	%

$	8.97		3.03	%		1.32	%		3.45	%		1.32	%	$	3,190		17	%
$	8.84		2.16	%		1.35	%		3.55	%		1.35	%	$	3,022		13	%
$	8.97		4.85	%		1.36	%		3.07	%		1.36	%	$	2,629		24	%
$	9.16		5.03	%		1.35	%		2.62	%		1.35	%	$	3,910		6	%
$	9.32		4.71	%		1.36	%		2.29	%		1.36	%	$	4,434		22	%


$	20.95		3.18	%		1.18	%		2.67	%		1.18	%	$	34,098		15	%
$	20.75		1.95	%		1.22	%		2.73	%		1.22	%	$	32,946		19	%
$	21.20		5.05	%		1.20	%		2.80	%		1.20	%	$	42,568		21	%
$	21.02		1.85	%		1.20	%		2.36	%		1.20	%	$	48,741		18	%
$	21.94		7.37	%		1.22	%		2.13	%		1.22	%	$	50,628		28	%

$	20.93		2.93	%		1.43	%		2.42	%		1.43	%	$	1,706		15	%
$	20.74		1.74	%		1.47	%		2.49	%		1.47	%	$	1,422		19	%
$	21.18		4.74	%		1.45	%		2.54	%		1.45	%	$	1,745		21	%
$	21.00		1.60	%		1.45	%		2.09	%		1.45	%	$	3,192		18	%
$	21.93		7.16	%		1.47	%		1.88	%		1.47	%	$	3,141		28	%

Annual Shareholder Report

142

Financial Highlights (Continued)

Income Funds (Continued)

(For a share outstanding throughout each period)

Net Asset
Value,
beginning
of period

Net
investment
income (loss)

Net realized
and unrealized
gain (loss) on
investments

Total from
investment
operations

Distributions
from net
investment
income

Distributions
from net
realized gain
on investment
transactions

Distributions
from return
of capital

Total
distributions

HUNTINGTON SHORT/INTERMEDIATE FIXED INCOME SECURITIES FUND

Trust Shares

2007

19.25

0.70

0.21

0.91

(0.70

)

—

(0.70

)

2008

19.46

0.67

(0.59

)

0.08

(0.67

)

—

(0.67

)

2009

18.87

0.53

0.91

1.44

(0.53

)

—

(0.53

)

2010

19.78

0.40

0.19

0.59

(0.40

)

—

(0.40

)

2011

19.97

0.27

0.12

0.39

(0.27

)

—

(0.27

)

Class A Shares

2007

19.26

0.65

0.20

0.85

(0.65

)

—

(0.65

)

2008

19.46

0.63

(0.59

)

0.04

(0.63

)

—

(0.63

)

2009

18.87

0.48

0.91

1.39

(0.48

)

—

(0.48

)

2010

19.78

0.35

0.20

0.55

(0.35

)

—

(0.35

)

2011

19.98

0.22

0.12

0.34

(0.22

)

—

(0.22

)

(1)

Based on net asset value, which does not reflect a sales charge or contingent deferred sales charge, if applicable.

(2)

Portfolio Turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares.

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report

143


Net Asset Value, end of period		Total return(1)			Ratio of Net Expenses to Average Net Assets			Ratio of Net Investment Income (Loss) to Average Net Assets			Ratio of Expenses (Prior to Reimbursements) to Average Net Assets			Net Assets, end of period (000 omitted)		Portfolio turnover rate(2)


$	19.46		4.79	%		1.06	%		3.60	%		1.06	%	$	82,730		29	%
$	18.87		0.43	%		1.08	%		3.51	%		1.08	%	$	79,130		51	%
$	19.78		7.70	%		1.09	%		2.67	%		1.09	%	$	149,384		50	%
$	19.97		2.99	%		1.06	%		1.97	%		1.06	%	$	196,479		24	%
$	20.09		1.98	%		1.05	%		1.35	%		1.05	%	$	215,735		31	%

$	19.46		4.48	%		1.31	%		3.35	%		1.31	%	$	485		29	%
$	18.87		0.18	%		1.33	%		3.26	%		1.33	%	$	555		51	%
$	19.78		7.43	%		1.33	%		2.38	%		1.33	%	$	1,076		50	%
$	19.98		2.78	%		1.30	%		1.60	%		1.30	%	$	7,639		24	%
$	20.10		1.72	%		1.30	%		1.10	%		1.30	%	$	9,207		31	%

Annual Shareholder Report

144

Financial Highlights (Continued)

Asset Allocation Funds

(For a share outstanding throughout each period)

Net Asset
Value,
beginning
of period

Net
investment
income (loss)

Net realized
and unrealized
gain (loss) on
investments

Total from
investment
operations

Distributions
from net
investment
income

Distributions
from net
realized gain
on investment
transactions

Distributions
from return
of capital

Total
distributions

HUNTINGTON BALANCED ALLOCATION FUND

Class A Shares

2009(4)

10.00

0.05

0.75

0.80

(0.06

)

—

(5)

—

(0.06

)

2010

10.74

0.09

0.88

0.97

(0.09

)

(0.05

)

—

(0.14

)

2011

11.57

0.10

(0.13

)

(0.03

)

(0.10

)

(0.11

)

—

(0.21

)

HUNTINGTON CONSERVATIVE ALLOCATION FUND

Class A Shares

2009(4)

10.00

0.08

0.34

0.42

(0.09

)

(0.01

)

—

(0.10

)

2010

10.32

0.17

0.41

0.58

(0.16

)

(0.05

)

—

(0.21

)

2011

10.69

0.15

0.11

0.26

(0.15

)

(0.08

)

—

(0.23

)

HUNTINGTON GROWTH ALLOCATION FUND

Class A Shares

2009(4)

10.00

0.04

0.88

0.92

(0.05

)

—

(5)

—

(0.05

)

2010

10.87

0.06

1.09

1.15

(0.06

)

(0.08

)

—

(0.14

)

2011

11.88

0.07

(0.28

)

(0.21

)

(0.07

)

(0.15

)

—

(0.22

)

(1)

Based on net asset value, which does not reflect a sales charge or contingent deferred sales charge, if applicable.

(2)

If applicable, certain fees were waived and/or reimbursed. If such waivers/reimbursements had not occurred, the ratios would have been as indicated.

(3)

Portfolio Turnover is calculated on the basis of the Fund as a whole without distinguishing among the classes of shares.

(4)

Reflects operations for the period from July 31, 2009 (commencement of operations) to December 31, 2009.

(5)

Amount is less than $0.005.

(6)

Not Annualized.

(7)

Computed on an annualized basis.

(8)

Does not include the effect of expenses of underlying funds.

(See notes which are an integral part of the Financial Statements)

Annual Shareholder Report

145

Net Asset
Value, end
of period

Total
return(1)

Ratio of Net
Expenses to
Average Net
Assets

Ratio of Net
Investment
Income (Loss)
to Average
Net Assets

Ratio of Expenses
(Prior to
Reimbursements)
to Average
Net Assets(2)

Net Assets,
end of
period
(000 omitted)

Portfolio
turnover rate(3)

10.74

8.03

%(6)

0.62

%(7)(8)

1.30

%(7)

0.85

%(7)(8)

13,336

%(6)

11.57

9.14

0.59

%(8)

0.94

0.74

%(8)

24,656

11.33

(0.18

0.67

%(8)

0.90

0.80

%(8)

27,642

10.32

4.13

%(6)

0.72

%(7)(8)

1.91

%(7)

0.86

%(7)(8)

11,248

%(6)

10.69

5.70

0.70

%(8)

1.60

0.79

%(8)

14,840

10.72

2.50

0.73

%(8)

1.43

0.83

%(8)

15,544

10.87

9.21

%(6)

0.52

%(7)(8)

1.03

%(7)

0.85

%(7)(8)

12,923

%(6)

11.88

10.69

0.51

%(8)

0.61

0.77

%(8)

19,132

11.45

(1.75

0.64

%(8)

0.63

0.84

%(8)

21,618

Annual Shareholder Report

146

Notes to Financial Statements

December 31, 2011

(1)

Organization

The Huntington Funds (the “Trust”) was originally two separate Massachusetts business trusts: The Huntington Funds, established on February 10, 1987, and Huntington VA Funds, established on June 30, 1999 (together, the “Original Trusts”). On June 23, 2006, the Original Trusts were reorganized into a single Delaware statutory trust retaining the name of The Huntington Funds. The Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. At December 31, 2011, the Trust operated 38 separate series, or mutual funds, each with its own investment objective and strategy. The Funds’ prospectus provides a description of each Fund’s investment objectives, policies and strategies along with information on the classes of shares currently being offered. This report contains financial statements and financial highlights of the retail funds listed below (individually referred to as a “Fund,” or collectively as the “Funds”):


*Funds*		Investment Share Classes Offered*
Huntington Tax-Free Money Market Fund (“Tax-Free Money Market Fund”)		Trust & A
Huntington Money Market Fund (“Money Market Fund”)		Trust, A & Interfund
Huntington Ohio Municipal Money Market Fund (“Ohio Municipal Money Market Fund”)		Trust & A
Huntington U.S. Treasury Money Market Fund (“U.S. Treasury Money Market Fund”)		Trust & A
Huntington Disciplined Equity Fund (“Disciplined Equity Fund”)**		Trust & A
Huntington Dividend Capture Fund (“Dividend Capture Fund”)		Trust & A
Huntington Global Select Markets Fund (“Global Select Markets Fund”)		Trust & A
Huntington Growth Fund (“Growth Fund”)		Trust & A
Huntington Income Equity Fund (“Income Equity Fund”)		Trust & A
Huntington International Equity Fund (“International Equity Fund”)		Trust & A
Huntington Macro 100 Fund (“Macro 100 Fund”)		Trust & A
Huntington Mid Corp America Fund (“Mid Corp America Fund”)		Trust & A
Huntington New Economy Fund (“New Economy Fund”)		Trust & A
Huntington Real Strategies Fund (“Real Strategies Fund”)		Trust & A
Huntington Rotating Markets Fund (“Rotating Markets Fund”)		Trust & A
Huntington Situs Fund (“Situs Fund”)		Trust & A
Huntington Technical Opportunities Fund (“Technical Opportunities Fund”)		Trust & A
Huntington Fixed Income Securities Fund (“Fixed Income Securities Fund”)		Trust & A
Huntington Intermediate Government Income Fund (“Intermediate Government Income Fund”)		Trust & A
Huntington Mortgage Securities Fund (“Mortgage Securities Fund”)		Trust & A


*Funds*		Investment Share Classes Offered*
Huntington Ohio Tax-Free Fund (“Ohio Tax-Free Fund”)		Trust & A
Huntington Short/Intermediate Fixed Income Securities Fund (“Short/Intermediate Fixed Income Securities Fund”)		Trust & A
Huntington Balanced Allocation Fund (“Balanced Allocation Fund”)		A
Huntington Conservative Allocation Fund (“Conservative Allocation Fund”)		A
Huntington Growth Allocation Fund (“Growth Allocation Fund”)		A

Each class of shares for each Fund has identical rights and privileges except with respect to distribution (12b-1) and service fees, voting rights on matters affecting a single class of shares, exchange privileges of each class of shares and sales charges. The price at which the Funds will offer or redeem shares is the net asset value (“NAV”) per share next determined after the order is considered received, subject to any applicable front end or contingent deferred sales charges. Class A has a maximum sales charge on purchases of 4.75% as a percentage of the original purchase price except for the Fixed Income Securities Fund, Intermediate Government Income Fund, Mortgage Securities Fund and Ohio Tax-Free Fund which are 3.75%, and the Short/Intermediate Fixed Income Securities Fund which is 1.50%. The Tax-Free Money Market Fund, Money Market Fund, Ohio Municipal Money Market Fund and the U.S. Treasury Money Market Fund (collectively the “Money Market Funds”) do not have sales charges on original purchases. Effective May 1, 2010, the Institutional Shares were renamed Trust Shares. Effective June 29, 2010, Class B shares were converted to Class A shares.

**	Disciplined Equity Fund commenced operations on August 1, 2011.

The Disciplined Equity Fund was originally organized as a Common Trust Fund. Effective as of the close of business on July 29, 2011, the Common Trust Fund was reorganized into a series of the Trust through a tax-free exchange of 4,859,563 shares of the Disciplined Equity Fund (valued at $10.00 per share) in exchange for the net assets of the Common Trust Fund. At the time of the exchange, the Common Trust Fund had net assets of $48,595,633 including net unrealized appreciation of $4,573,904.

Under the Trust’s organizational documents, its officers and Board of Trustees (“Trustees”) are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In addition, in the normal course of business, the Trust may enter into contracts with vendors and others that provide for general indemnifications. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust. However, based on experience, the Trust expects that risk of loss to be remote.

Annual Shareholder Report

147

Notes to Financial Statements (Continued)

(2)

Significant Accounting Policies

The following is a summary of significant accounting policies consistently followed by each Fund in the preparation of its financial statements. These policies are in conformity with generally accepted accounting principles in the United States of America (“GAAP”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets, liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates.

A.	*Investment Valuations*

The Trust calculates the NAV for each of the Funds (other than the Money Market Funds) by valuing securities held based on fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

For the Money Market Funds, the Trust attempts to stabilize the NAV per share at $1.00 per share by valuing portfolio securities using the amortized cost method, which approximates market value. Under the amortized cost method, premium or discount, if any, is amortized or accreted, respectively, on a constant (straight-line) basis to the maturity of the security.

In computing the NAV of the Funds, other than the Money Market Funds, fair value is based on market valuations with respect to portfolio securities for which market quotations are readily available. Pursuant to Trustee-approved policies, the Trust relies on certain security pricing services to provide the current market value of securities. Those security pricing services value equity securities (including foreign equity securities, exchange-traded funds and closed-end funds) traded on a securities exchange at the last reported sales price on the principal exchange. Equity securities quoted by NASDAQ are valued at the NASDAQ official closing price. If there is no reported sale on the principal exchange, and in the case of over-the-counter securities, equity securities are valued at a bid price estimated by the security pricing service. Option contracts are generally valued using the closing price based on quote data from the six major U.S. options exchanges on which such options are traded.

Debt securities traded on a national securities exchange or in the over-the-counter market are valued at the last reported sales price on the principal exchange, except that U.S. government obligations held by Mortgage Securities Fund are valued at the mean between the over-the-counter bid and asked prices furnished by the security pricing service. If there is no reported sale on the principal exchange, and for all other debt securities, debt securities are valued at a bid price estimated by the security pricing service. Foreign securities quoted in foreign currencies are translated in U.S. dollars at the foreign exchange rate in effect as of the close of the New York Stock Exchange (NYSE) (generally 4:00 p.m. Eastern Time), on the day the value of the foreign security is

determined. 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 NAV.

Under certain circumstances, a good faith determination of the fair value of a security may be used instead of its current market value, even if the security’s market price is readily available. In such circumstances, the Trust’s Sub-Administrator may request that the Trust’s Pricing Committee make its own fair value determination.

Securities for which market quotations are not readily available are valued at fair value under Trust procedures approved by the Trustees. In these cases, a Pricing Committee established and appointed by the Trustees determines in good faith, subject to Trust procedures, the fair value of portfolio securities held by a Fund (“good faith fair valuation”). When a good faith fair valuation of a security is required, consideration is generally given to a number of factors including, but not limited to the following: dealer quotes, published analyses by dealers or analysts regarding the security, transactions which provide implicit valuation of the security (such as a merger or tender offer transaction), the value of other securities or contracts which derive their value from the security at issue, and the implications of any other circumstances which have caused trading in the security to halt. With respect to certain narrow categories of securities, the procedures utilized by the Pricing Committee detail specific valuation methodologies to be applied in lieu of considering the aforementioned list of factors.

Fair valuation procedures are also used when a significant event affecting the value of a portfolio security is determined to have occurred between the time when the price of the portfolio security is determined and the close of trading on the NYSE, which is when each Fund’s NAV is computed. An event is considered significant if there is both an affirmative expectation that the security’s value will change in response to the event and a reasonable basis for quantifying the resulting change in value. Significant events include significant securities market movements occurring between the time the price of the portfolio security is determined and the close of trading on the NYSE. For domestic fixed income securities, such events may occur where the cut-off time for the market information used by the independent pricing service is earlier than the end of regular trading on the NYSE. For securities normally priced at their last sale price in a foreign market, such events can occur between the close of trading in the foreign market and the close of trading on the NYSE.

In some cases, events affecting the issuer of a portfolio security may be considered significant events. Examples of potentially significant events include announcements concerning earnings, acquisitions, new products, management changes, litigation developments, a strike or natural disaster affecting the company’s operations or regulatory changes or market developments affecting the issuer’s industry occurring between the time when the price of the portfolio security is determined and the close of trading on

Annual Shareholder Report

148

the NYSE. For securities of foreign issuers, such events could also include political or other developments affecting the economy or markets in which the issuer conducts its operations or its securities are traded.

The Funds’ Trustees have authorized the use of an independent fair valuation service to monitor changes in a designated U.S. market index after foreign markets close, and to implement a fair valuation methodology to adjust the closing prices of foreign securities if the movement in the index is significant.

There can be no assurance that a Fund could purchase or sell a portfolio security at the price used to calculate the Fund’s NAV. In the case of good faith fair valued portfolio securities, lack of information and uncertainty as to the significance of information may lead to a conclusion that a prior valuation is the best indication of a portfolio security’s present value. Good faith fair valuations generally remain unchanged until new information becomes available. Consequently, changes in good faith fair valuation of portfolio securities may be less frequent and of greater magnitude than changes in the price of portfolio securities valued at their last sale price, by an independent pricing service, or based on market quotations.

In accordance with the valuation procedures adopted by the Trustees, real estate investments are fair valued using methods such as, discounted cash flow models, various real estate debt spreads and other market indicators, which the Trustees deem indicative of the estimated fair value of the real estate investments.

The valuation techniques described above maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Funds’ investments are summarized in the three broad levels listed below:

•

Level 1—quoted prices in active markets for identical assets.

•

Level 2—other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).

•

Level 3—significant unobservable inputs (including the Funds’ own assumptions in determining the fair value of investments).

The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those investments.

Pursuant to the valuation procedures noted previously, equity securities (including foreign equity securities) are generally recognized as Level 1 securities in the fair value hierarchy (unless there is a fair valuation event, in which case affected securities are generally categorized as Level 2 securities). Option securities are generally recognized as Level 1 securities in the fair value hierarchy. Debt securities are generally recognized as Level 2 securities in the fair value hierarchy. Mutual funds, exchange traded funds and cash equivalents are generally recognized as Level 1 securities in the fair value hierarchy (unless there is a fair valuation event, in which case affected securities are generally categorized as Level 2 securities).

The following is a summary of the inputs used to value the Funds’ investments as of December 31, 2011, while the breakdown, by category, of common stocks is disclosed in the Portfolio of Investments for each Fund:

LEVEL 1—Quoted Prices

LEVEL 2—Other Significant
Observable Inputs

LEVEL 3—Significant
Unobservable Inputs

Total

Fund Name

Securities

Other
Financial
Investments*

Securities

Other
Financial
Investments*

Investment
in Securities

Other
Financial
Investments*

Securities

Other
Financial
Investments*

Tax-Free Money Market Fund

Municipal Bonds

—

85,126,851

—

85,126,851

—

Cash Equivalents

2,495,868

—

2,495,868

—

Total

2,495,868

—

85,126,851

—

87,622,719

—

Money Market Fund

Commercial Papers

—

90,222,122

—

90,222,122

—

U.S. Government Agencies

—

77,501,314

—

77,501,314

—

Bankers Acceptances

—

55,000,000

—

55,000,000

—

Municipal Bonds

—

50,300,000

—

50,300,000

—

Corporate Bonds

—

46,751,635

—

46,751,635

—

Yankee Certificates of Deposit

—

35,013,755

—

35,013,755

—

Cash Equivalents

35,000,000

—

35,000,000

—

Repurchase Agreements

—

3,797,500

—

3,797,500

Total

35,000,000

—

358,586,326

—

393,586,326

—

Ohio Municipal Money Market Fund

Municipal Bonds

—

131,784,727

—

131,784,727

—

Cash Equivalents

5,524,289

—

5,524,289

—

Total

5,524,289

—

131,784,727

—

137,309,016

—

Annual Shareholder Report

149

Notes to Financial Statements (Continued)

LEVEL 1—Quoted Prices

LEVEL 2—Other Significant
Observable Inputs

LEVEL 3—Significant
Unobservable Inputs

Total

Fund Name

Securities

Other
Financial
Investments*

Securities

Other
Financial
Investments*

Investment
in
Securities

Other
Financial
Investments*

Securities

Other
Financial
Investments*

U.S. Treasury Money Market Fund

U.S. Treasury Obligations

—

209,153,147

—

209,153,147

—

Repurchase Agreements

—

65,791,100

—

65,791,100

—

Total

—

274,944,247

—

274,944,247

—

Disciplined Equity Fund

Common Stocks

63,960,196

—

63,960,196

—

Exchange-Traded Funds

349,887

—

349,887

—

Options Purchased

1,939,100

—

1,939,100

—

Cash Equivalents

5,320,691

—

5,320,691

—

Written Options

—

(500,229

)

—

(500,229

)

Total

71,569,874

(500,229

)

—

71,569,874

(500,229

)

Dividend Capture Fund

Common Stocks

104,024,738

—

104,024,738

—

Preferred Stocks

30,738,210

—

1,148,909

(1)

—

31,887,119

—

Exchange-Traded Funds

6,707,087

—

6,707,087

—

Cash Equivalents

1,668,276

—

1,668,276

—

Written Options

—

(12,200

)

—

(12,200

)

Total

143,138,311

(12,200

)

1,148,909

—

144,287,220

(12,200

)

Global Select Markets Fund

Common Stocks

34,955,019

—

34,955,019

—

Foreign Bonds

—

3,429,989

—

3,429,989

—

Exchange-Traded Funds

901,440

—

901,440

—

Options Purchased

38,750

—

38,750

—

Cash Equivalents

15,911

—

15,911

—

Written Options

—

(480

)

—

(480

)

Total

35,911,120

(480

)

3,429,989

—

39,341,109

(480

)

Growth Fund

Common Stocks

116,755,460

—

116,755,460

—

Cash Equivalents

7,003,037

—

7,003,037

—

Total

123,758,497

—

123,758,497

—

Income Equity Fund

Common Stocks

117,310,714

—

117,310,714

—

Cash Equivalents

1,958,941

—

1,958,941

—

Total

119,269,655

—

119,269,655

—

International Equity Fund

Common Stocks

246,956,531

—

246,956,531

—

Exchange-Traded Funds

8,183,556

—

8,183,556

—

Cash Equivalents

8,602,735

—

8,602,735

—

Total

263,742,822

—

263,742,822

—

Macro 100 Fund

Common Stocks

49,774,715

—

49,774,715

—

Cash Equivalents

4,175,400

—

4,175,400

—

Total

53,950,115

—

53,950,115

—

Mid Corp America Fund

Common Stocks

125,279,668

—

125,279,668

—

Cash Equivalents

3,584,660

—

3,584,660

—

Total

128,864,328

—

128,864,328

—

New Economy Fund

Common Stocks

15,359,863

—

15,359,863

—

Cash Equivalents

2,689,846

—

2,689,846

—

Total

18,049,709

—

18,049,709

—

Annual Shareholder Report

150

LEVEL 1—Quoted Prices

LEVEL 2—Other Significant
Observable Inputs

LEVEL 3—Significant
Unobservable Inputs

Total

Fund Name

Securities

Other
Financial
Investments*

Securities

Other
Financial
Investments*

Investment
in
Securities

Other
Financial
Investments*

Securities

Other
Financial
Investments*

Real Strategies Fund

Common Stocks

81,087,323

—

81,087,323

—

Exchange-Traded Funds

5,303,305

—

5,303,305

—

Real Estate Investments

—

4,269,542

—

4,269,542

—

Closed-End Funds

2,859,464

—

2,859,464

—

Options Purchased

77,025

—

77,025

—

Cash Equivalents

1,616,330

—

1,616,330

—

Written Options

—

(483,340

)

—

(483,340

)

Total

90,943,447

(483,340

)

—

4,269,542

—

95,212,989

(483,340

)

Rotating Markets Fund

Common Stocks

36,039,371

—

36,039,371

—

Exchange-Traded Funds

852,950

—

852,950

—

Cash Equivalents

494,529

—

494,529

—

Total

37,386,850

—

37,386,850

—

Situs Fund

Common Stocks

182,508,780

—

182,508,780

—

Exchange-Traded Funds

2,930,110

—

2,930,110

—

Closed-End Funds

588,000

—

588,000

—

Cash Equivalents

2,858,167

—

2,858,167

—

Total

188,885,057

—

188,885,057

—

Technical Opportunities Fund

Common Stocks

2,290,698

—

2,290,698

—

Exchange-Traded Funds

536,512

—

536,512

—

Cash Equivalents

1,781,590

—

1,781,590

—

Total

4,608,800

—

4,608,800

—

Fixed Income Securities Fund

Corporate Bonds

—

206,512,926

—

206,512,926

—

U.S. Government Agencies

—

39,465,945

—

39,465,945

—

U.S. Treasury Obligations

—

34,027,071

—

34,027,071

—

U.S. Government Mortgage Backed Agencies

—

4,520,233

—

4,520,233

—

Preferred Stocks

1,774,100

—

1,774,100

—

Cash Equivalents

10,236,344

—

10,236,344

—

Total

12,010,444

—

284,526,175

—

296,536,619

—

Intermediate Government Income Fund

U.S. Government Agencies

—

68,711,106

—

68,711,106

—

U.S. Government Mortgage Backed Agencies

—

32,977,081

—

32,977,081

—

U.S. Treasury Obligations

—

24,262,141

—

24,262,141

—

Collateralized Mortgage Obligations

—

8,596,289

—

8,596,289

—

Corporate Bonds

—

2,016,118

—

2,016,118

—

Cash Equivalents

1,933,516

—

1,933,516

—

Total

1,933,516

—

136,562,735

—

138,496,251

—

Mortgage Securities Fund

U.S. Government Mortgage Backed Agencies

—

77,981,149

—

77,981,149

—

Common Stocks

11,899,650

—

11,899,650

—

Collateralized Mortgage Obligations

—

9,230,671

—

9,230,671

—

U.S. Government Agencies

—

5,153,255

—

5,153,255

—

Cash Equivalents

4,172,889

—

4,172,889

—

Total

16,072,539

—

92,365,075

—

108,437,614

—

Ohio Tax-Free Fund

Municipal Bonds

—

51,786,756

—

51,786,756

—

Cash Equivalents

1,723,862

—

1,723,862

—

Total

1,723,862

—

51,786,756

—

53,510,618

—

Annual Shareholder Report

151

Notes to Financial Statements (Continued)

LEVEL 1—Quoted Prices

LEVEL 2—Other Significant
Observable Inputs

LEVEL 3—Significant
Unobservable Inputs

Total

Fund Name

Securities

Other
Financial
Investments*

Securities

Other
Financial
Investments*

Investment
in
Securities

Other
Financial
Investments*

Securities

Other
Financial
Investments*

Short/Intermediate Fixed Income Securities Fund

Corporate Bonds

—

142,834,309

—

142,834,309

—

U.S. Government Agencies

—

69,603,050

—

69,603,050

—

U.S. Treasury Obligations

—

10,689,063

—

10,689,063

—

Cash Equivalents

791,255

—

791,255

—

Total

791,255

—

223,126,422

—

223,917,677

—

Balanced Allocation Fund

—

Mutual Funds

27,323,518

—

27,323,518

—

Cash Equivalents

392,902

—

392,902

—

Total

27,716,420

—

27,716,420

—

Conservative Allocation Fund

Mutual Funds

15,380,114

—

15,380,114

—

Cash Equivalents

166,086

—

166,086

—

Total

15,546,200

—

15,546,200

—

Growth Allocation Fund

Mutual Funds

21,398,644

—

21,398,644

—

Cash Equivalents

242,736

—

242,736

—

Total

21,641,380

—

21,641,380

—

*	Other financial investments are derivative instruments not reflected on the Portfolio of Investments, such as written options contracts.

(1)

Consists of Allianz SE, 8.375%, listed under financials.

Following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value:

Balance as of
December 31,
2010

Change in
unrealized
appreciation
(depreciation)

Purchases

Transfers
from
Level 1 to
Level 3 (a)

Transfers
from
Level 3 to
Level 1 (a)

Balance as of
December 31,
2011

Situs Fund

Common Stocks (b) (c)

—

(58,583

)

—

711,682

(653,099

)

—

Real Strategies Fund

Real Estate Investments

—

75,542

4,194,000

—

4,269,542

(a)

The amount of transfers in and/or out are reflected at the securities’ fair value on the date of the transfer.

(b)

Transfers in relate primarily to securities for which observable inputs became unavailable during the period. Therefore, the securities were valued at fair value by the Advisor, in conformity with guidelines adopted by and subject to review by the Board.

(c)

Transfers out relate primarily to securities for which observable inputs became available during the period, and the Fund was able to obtain quotes from its pricing service. These quotes represent Level 1 inputs.

The Trust recognizes significant transfers between fair value hierarchy levels at the reporting end. There were no significant transfers between Level 1 and Level 2 as of December 31, 2011.

B.	*Repurchase Agreements*

The Funds may enter into repurchase agreements with banks and other recognized financial institutions, such as broker/dealers, which are deemed by Huntington Asset Advisors, Inc., a subsidiary of The Huntington National Bank, to be creditworthy pursuant to the guidelines and/or standards reviewed or established by the Trustees. It is the policy of the Funds to require the custodian bank to take possession of, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian bank’s vault, all securities held as collateral under repurchase agreement transactions. Additionally, procedures have been established by the Funds to monitor, on a daily basis, the market value of each repurchase agreement’s collateral to ensure that the value of collateral at least equals the

repurchase price to be paid under the repurchase agreement transaction. If the counterparty defaults and the fair value of the collateral declines, realization of the collateral by the Funds may be delayed or limited.

C.	*When-Issued and Delayed Transactions*

The Funds may engage in when-issued or delayed delivery transactions. The Funds record when-issued securities on the trade date and maintain security positions such that sufficient liquid assets will be available to make payment for the securities purchased. Securities purchased on a when-issued or delayed delivery basis are marked to market daily and begin earning interest on the settlement date. Losses may occur on these transactions due to changes in market conditions or the failure of counterparties to perform under the contract.

Annual Shareholder Report

152

D.	*Foreign Currency Translation*

The accounting records of the Funds are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars at the current rate of exchange each business day to determine the value of investments, and other assets and liabilities. Purchases and sales of foreign securities, and income and expenses, are translated at the prevailing rate of exchange on the respective date of these transactions. The Funds do not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from fluctuation arising from changes in market prices of securities held. These fluctuations are included with the net realized and unrealized gain or loss from investments and foreign currency transactions.

E.	*Derivative Instruments*

Certain of the Funds may be subject to equity price risk and foreign currency exchange risk in the normal course of pursuing their investment objectives. Certain of the Funds may invest in various financial instruments including positions in foreign currency contracts and written option contracts to gain exposure to or hedge against changes in the value of equities or foreign currencies. The following is a description of the derivative instruments utilized by the Funds, including the primary underlying risk exposure related to each instrument type.

Foreign Exchange Contracts—Global Select Markets Fund, International Equity Fund, Real Strategies Fund, Situs Fund and Technical Opportunities Fund may enter into forward

foreign exchange contracts. A forward foreign exchange contract involves an obligation to purchase or sell a specific currency at a future date at a price set at the time of the contract. Such contracts are used to sell unwanted currency exposure that comes with holding securities in a market, or to buy currency exposure where the exposure from holding securities is insufficient to provide the desired currency exposure. The contracts are marked-to-market daily and the change in market value is recorded as unrealized appreciation or depreciation. When a forward foreign currency contract is closed, a Fund records a realized gain or loss equal to the difference between the value at the time it was opened and the value at the time it was closed. The Funds could be exposed to risks if the counterparties to the contracts are unable to meet the terms of their contracts and from unanticipated movements in exchange rates. At December 31, 2011, Global Select Markets Fund, International Equity Fund, Real Strategies Fund, Situs Fund and Technical Opportunities Fund did not have any forward foreign exchange contracts outstanding.

Written Options Contracts—Certain of the Funds may write options contracts for which premiums received are recorded as liabilities and are subsequently adjusted to the current value of the options written. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are either exercised or closed are offset against the proceeds received or the amount paid on the transaction to determine realized gains or losses. Investing in written options contracts exposes a Fund to equity price risk.

The following is a summary of Disciplined Equity Fund’s written option activity for the period ended December 31, 2011:


*Contracts*	Number of Contracts			*Premium*
Outstanding at 12/31/2010		—		$	—
Options written		9,183			1,936,394
Options expired		(919	)		(155,875	)
Options closed		(2,087	)		(496,571	)
Options exercised		(25	)		(3,300	)
Outstanding at 12/31/2011		6,152		$	1,280,648

At December 31, 2011, Disciplined Equity Fund had the following outstanding options:

WRITTEN OPTION CONTRACTS

Contract

Type

Expiration
Date

Exercise
Price

Number of
Contracts

Fair
Value

Unrealized
Appreciation
(Depreciation)

3M Co.

Call

January 2012

175

20,195

3M Co.

Call

January 2012

100

—

12,344

3M Co.

Call

January 2012

7,459

Abbott Laboratories

Call

January 2012

9,135

(610

)

Amazon.com, Inc.

Call

January 2012

255

11,539

Amazon.com, Inc.

Call

April 2012

210

3,850

2,520

American Express Co.

Call

April 2012

2,050

12,599

American Express Co.

Call

January 2012

506

7,802

Annual Shareholder Report

153

Notes to Financial Statements (Continued)

Contract

Type

Expiration
Date

Exercise
Price

Number of
Contracts

Fair
Value

Unrealized
Appreciation
(Depreciation)

Amgen, Inc.

Call

January 2012

62.5

1,690

1,294

Amgen, Inc.

Call

January 2012

1,810

Amgen, Inc.

Call

April 2012

5,400

(1,880

)

Apache Corp.

Call

January 2012

130

9,448

Apache Corp.

Call

January 2012

135

6,648

Apache Corp.

Call

April 2012

100

5,595

(165

)

Apple, Inc.

Call

January 2012

440

2,080

9,255

Apple, Inc.

Call

April 2012

460

28,200

2,439

Baker Hughes, Inc.

Call

January 2012

—

34,162

Baker Hughes, Inc.

Call

January 2012

30,607

Bank of America Corp.

Call

January 2012

—

9,960

Bank of New York Mellon Corp./The

Call

January 2012

140

—

17,879

Bank of New York Mellon Corp./The

Call

January 2012

7,498

Baxter International, Inc.

Call

January 2012

1,775

5,070

Baxter International, Inc.

Call

January 2012

47.5

938

437

Berkshire Hathaway, Inc., Class B

Call

January 2012

188

34,037

Boeing Co./The

Call

May 2012

7,577

(53

)

Bristol-Myers Squibb Co.

Call

June 2012

13,350

(5,400

)

Caterpillar, Inc.

Call

May 2012

100

9,625

675

Chevron Corp.

Call

June 2012

120

9,575

924

Chevron Corp.

Call

March 2012

110

14,825

(6,225

)

Chubb Corp./The

Call

January 2012

4,252

2,092

Chubb Corp./The

Call

April 2012

6,090

(2,290

)

Cisco Systems, Inc.

Call

January 2012

355

—

50,365

Cisco Systems, Inc.

Call

January 2012

—

3,900

Coca-Cola Co./The

Call

January 2012

72.5

109

1,853

8,639

Colgate-Palmolive Co.

Call

January 2012

11,325

(7,440

)

Comcast Corp., Class A

Call

January 2012

100

��

1,400

6,400

ConocoPhillips

Call

January 2012

102

5,151

33,812

Costco Wholesale Corp.

Call

January 2012

87.5

510

5,684

Du Pont (E.I.) de Nemours & Co.

Call

January 2012

120

10,094

EMC Corp.

Call

April 2012

100

2,900

403

Emerson Electric Co.

Call

January 2012

150

8,760

Exelon Corp.

Call

January 2012

140

2,680

Exxon Mobil Corp.

Call

January 2012

240

480

66,839

Exxon Mobil Corp.

Call

April 2012

87.5

100

24,600

(12,400

)

Fluor Corp.

Call

January 2012

—

2,431

Freeport-McMoRan Copper & Gold, Inc., Class B

Call

February 2012

500

2,775

Freeport-McMoRan Copper & Gold, Inc., Class B

Call

February 2012

2,600

1,375

General Dynamics Corp.

Call

January 2012

420

7,960

General Electric Co.

Call

January 2012

140

5,810

General Electric Co.

Call

January 2012

17.5

200

14,600

(5,200

)

Gilead Sciences, Inc.

Call

February 2012

9,300

(3,660

)

Google, Inc., Class A

Call

March 2012

675

39,800

(7,761

)

Annual Shareholder Report

154

Contract

Type

Expiration
Date

Exercise
Price

Number of
Contracts

Fair
Value

Unrealized
Appreciation
(Depreciation)

Halliburton Co.

Call

January 2012

120

11,599

Home Depot, Inc.

Call

May 2012

6,100

(1,470

)

Home Depot, Inc.

Call

May 2012

100

38,000

(21,601

)

Intel Corp.

Call

January 2012

2,805

4,740

Intel Corp.

Call

April 2012

150

15,450

149

International Business Machines Corp.

Call

January 2012

195

2,640

5,320

Johnson & Johnson

Call

January 2012

240

9,770

Johnson & Johnson

Call

January 2012

8,750

5,092

JPMorgan Chase & Co.

Call

January 2012

105

158

32,654

JPMorgan Chase & Co.

Call

January 2012

47.5

110

165

28,325

JPMorgan Chase & Co.

Call

January 2012

—

6,730

Kraft Foods, Inc., Class A

Call

March 2012

150

31,950

(18,300

)

Kroger Co./The

Call

January 2012

22.5

1,225

(165

)

MasterCard, Inc., Class A

Call

April 2012

420

3,975

500

McDonald’s Corp.

Call

March 2012

100

9,750

(5,430

)

McDonald’s Corp.

Call

January 2012

110

9,900

(1,226

)

Merck & Co., Inc.

Call

January 2012

296

19,247

Microsoft Corp.

Call

January 2012

7,805

Microsoft Corp.

Call

January 2012

27.5

300

4,650

Microsoft Corp.

Call

March 2012

150

8,400

750

Morgan Stanley

Call

January 2012

150

600

8,400

Newmont Mining Corp.

Call

January 2012

3,384

Newmont Mining Corp.

Call

March 2012

364

1,932

NextEra Energy, Inc.

Call

January 2012

2,440

(1,305

)

NIKE, Inc.

Call

January 2012

100

1,330

5,510

Occidental Petroleum Corp.

Call

January 2012

105

850

40,249

Oracle Corp.

Call

January 2012

215

45,531

Oracle Corp.

Call

January 2012

105

5,250

Philip Morris International, Inc.

Call

March 2012

77.5

10,350

(5,640

)

PPG Industries, Inc.

Call

January 2012

9,000

(5,330

)

Procter & Gamble Co.

Call

January 2012

315

12,051

Procter & Gamble Co.

Call

April 2012

107

7,169

3,260

QUALCOMM, Inc.

Call

January 2012

300

7,920

Schlumberger Ltd.

Call

January 2012

100

125

33,828

Schlumberger Ltd.

Call

February 2012

82.5

950

13,500

Target Corp.

Call

January 2012

57.5

8,780

Target Corp.

Call

January 2012

—

7,020

Technology Select Sector SPDR Fund

Call

January 2012

—

1,786

U.S. Bancorp

Call

January 2012

190

570

27,917

U.S. Bancorp

Call

March 2012

115

17,480

(7,015

)

Union Pacific Corp.

Call

January 2012

110

3,030

10,391

Union Pacific Corp.

Call

February 2012

110

2,290

1,230

United Parcel Service, Inc., Class B

Call

January 2012

1,067

6,933

United Parcel Service, Inc., Class B

Call

July 2012

5,860

(940

)

Annual Shareholder Report

155

Notes to Financial Statements (Continued)

Contract

Type

Expiration
Date

Exercise
Price

Number of
Contracts

Fair
Value

Unrealized
Appreciation
(Depreciation)

United Technologies Corp.

Call

January 2012

8,670

UnitedHealth Group, Inc.

Call

June 2012

10,400

(900

)

Utilities Select Sector SPDR Fund

Call

January 2012

4,270

(1,423

)

Verizon Communications, Inc.

Call

January 2012

120

4,920

3,810

Visa, Inc., Class A

Call

March 2012

105

7,550

(1,510

)

Visa, Inc., Class A

Call

January 2012

97.5

15,600

(6,540

)

Wal-Mart Stores, Inc.

Call

January 2012

5,400

9,154

Wal-Mart Stores, Inc.

Call

January 2012

62.5

690

7,650

Walt Disney Co./The

Call

January 2012

—

9,470

Wells Fargo & Co.

Call

January 2012

110

1,540

26,490

NET UNREALIZED APPRECIATION ON WRITTEN OPTION CONTRACTS

780,419

The following is a summary of Dividend Capture Fund’s written option activity for the year ended December 31, 2011:


*Contracts*	Number of Contracts			*Premium*
Outstanding at 12/31/2010		—		$	—
Options written		1,480			310,302
Options expired		—			—
Options closed		(1,280	)		(265,003	)
Options exercised		(100	)		(7,900	)
Outstanding at 12/31/2011		100		$	37,399

At December 31, 2011, Dividend Capture Fund had the following outstanding options:

WRITTEN OPTION CONTRACTS

Contract

Type

Expiration
Date

Exercise
Price

Number of
Contracts

Fair
Value

Unrealized
Appreciation
(Depreciation)

Colgate-Palmolive Co.

Call

January 2012

92.5

100

12,200

25,199

NET UNREALIZED APPRECIATION ON WRITTEN OPTION CONTRACTS

25,199

The following is a summary of Global Select Markets Fund written option activity for the year ended December 31, 2011:


*Contracts*	Number of Contracts			*Premium*
Outstanding at 12/31/2010		—		$	—
Options written		2,240			310,930
Options expired		(410	)		(66,094	)
Options closed		(820	)		(142,318	)
Options exercised		(1,000	)		(71,499	)
Outstanding at 12/31/2011		10		$	31,019

Annual Shareholder Report

156

At December 31, 2011, Global Select Markets had the following outstanding options:

WRITTEN OPTION CONTRACTS

Contract

Type

Expiration
Date

Exercise
Price

Number of
Contracts

Fair
Value

Unrealized
Appreciation
(Depreciation)

Mastercard, Inc.

Put

January 2012

325

480

30,539

NET UNREALIZED APPRECIATION ON WRITTEN OPTION CONTRACTS

30,539

The following is a summary of Growth Fund’s written option activity for the year ended December 31, 2011:


*Contracts*	Number of Contracts			*Premium*
Outstanding at 12/31/2010		—		$	—
Options written		1,761			217,095
Options expired		(715	)		(148,468	)
Options closed		—			—
Options exercised		(1,046	)		(68,627	)
Outstanding at 12/31/2011		—		$	—

The following is a summary of Income Equity Fund’s written option activity for the year ended December 31, 2011:


*Contracts*	Number of Contracts			*Premium*
Outstanding at 12/31/2010		—		$	—
Options written		3,105			175,187
Options expired		(2,280	)		(146,287	)
Options closed		(560	)		(12,320	)
Options exercised		(265	)		(16,580	)
Outstanding at 12/31/2011		—		$	—

The following is a summary of New Economy Fund’s written option activity for the year ended December 31, 2011:


*Contracts*	Number of Contracts			*Premium*
Outstanding at 12/31/2010		849		$	521,395
Options written		15,124			7,307,791
Options expired		(441	)		(151,629	)
Options closed		(14,948	)		(7,381,333	)
Options exercised		(584	)		(296,224	)
Outstanding at 12/31/2011		—		$	—

The following is a summary of Real Strategies Fund’s written option activity for the year ended December 31, 2011:


*Contracts*	Number of Contracts			*Premium*
Outstanding at 12/31/2010		4,000		$	837,870
Options written		14,855			3,250,906
Options expired		(8,320	)		(1,357,571	)
Options closed		(5,656	)		(1,275,313	)
Options exercised		(3,034	)		(539,551	)
Outstanding at 12/31/2011		1,845		$	916,341

Annual Shareholder Report

157

Notes to Financial Statements (Continued)

At December 31, 2011, Real Strategies Fund had the following outstanding options:

WRITTEN OPTION CONTRACTS

Contract

Type

Expiration
Date

Exercise
Price

Number of
Contracts

Fair
Value

Unrealized
Appreciation
(Depreciation)

Agnico-Eagle Mines Ltd.

Put

January 2012

42.5

240

151,800

(103,385

)

Baker Hughes, Inc.

Put

January 2012

210

31,920

17,429

Fluor Corp.

Put

January 2012

52.5

175

49,000

36,781

IPATH S&P 500 VIX

Put

January 2012

450

110,250

247,958

Mosaic Co./The

Put

January 2012

180

34,920

42,838

SPDR Gold Trust

Put

January 2012

125

350

1,050

258,647

Transocean Ltd.

Put

January 2012

42.5

240

104,400

(67,267

)

NET UNREALIZED APPRECIATION ON WRITTEN OPTION CONTRACTS

433,001

The following is a summary of Situs Fund’s written option activity for the year ended December 31, 2011:


*Contracts*	Number of Contracts			*Premium*
Outstanding at 12/31/2010		—		$	—
Options written		2,420			994,657
Options expired		(801	)		(387,205	)
Options closed		(200	)		(95,408	)
Options exercised		(1,419	)		(512,044	)
Outstanding at 12/31/2011		—		$	—

The following tables provide a summary of the fair value of derivative instruments, not accounted for as hedging instruments as of December 31, 2011, and the effect of derivative instruments on the Statement of Operations for the year ended December 31, 2011.

The Fair Value of Derivative Instruments as of December 31, 2011:


	*Asset Derivatives*	*Liability Derivatives*
*Primary Risk Exposure*	Statements of Assets and Liabilities Location	Statements of Assets and Liabilities Location	*Fund*	*Fair Value*
Option Contracts		Options Written, at value	Disciplined Equity Fund	$	500,229
			Dividend Capture Fund		12,200
			Global Select Markets Fund		480
			Real Strategies Fund		483,340

	Investments, at value		Disciplined Equity		1,939,100
			Global Select Markets		38,750
			Real Strategies Fund		77,025

The effect of Derivative Instruments on the Statements of Operations for the year ended December 31, 2011:

Derivatives not
accounted for as
hedging instruments
under Statement 133

Location of Gain (Loss)
on Derivatives
Recognized in Income

Fund

Realized Gain (Loss) on
Derivatives Recognized
in Income

Change in Unrealized
Appreciation/Depreciation
on Derivatives Recognized
in Income

Option Contracts

Net Realized gain (loss) on option transactions/net change in unrealized appreciation/depreciation of investments and options

Disciplined Equity Fund Dividend Capture Fund Global Select Markets Fund Growth Fund
Income Equity Fund New Economy Fund Real Strategies Fund
Situs Fund

(589,268

161,582

124,972

148,468

10,207

(2,740,207

1,087,512

402,594

)

(1,346,371

25,199

40,209

—

630,298

302,516

—

)

Annual Shareholder Report

158

The notional value of the written options contracts outstanding at December 31, 2011 and the month-end average notional amount for the fiscal period ended December 31, 2011 are detailed in the table below:


*Portfolio*	Average Month-End Notional Amount		December 31, 2011 Notional Amount
Disciplined Equity Fund	$	81,316,500	$	98,292,750
Dividend Capture Fund		1,310,577		925,000
Global Select Markets Fund		1,570,846		660,000
Growth Fund		935,885		—
Income Equity Fund		4,532,500		—
New Economy Fund		10,267,200		—
Real Strategies Fund		21,322,919		18,304,250
Situs Fund		4,832,769		—

Derivative positions open during the period and at period end are reflected for each Fund in the tables above. The volume of these positions relative to each Fund’s net assets at the close of the reporting period is generally higher than the volume of such positions at the beginning of the reporting period. The Funds value derivative instruments at fair value and recognize changes in fair value currently in the results on operations.

F.	*Securities Lending*

securities or possible loss of rights in the collateral should the borrower fail financially. Although the loan is fully collateralized, if a borrower defaults, a Fund could lose money. There is also the risk that, when lending portfolio securities, the securities may not be available to a Fund on a timely basis and a Fund may, therefore, lose the opportunity to sell the securities at a desirable price. In addition, in the event that a borrower of securities would file for bankruptcy or become insolvent, disposition of the securities may be delayed pending court action. Loans are subject to termination by the Funds or the borrower at any time and, therefore, are not considered to be illiquid investments. Brown Brothers Harriman (“BBH”) serves as the sub-custodian for the securities lending. BBH retains a portion of the earnings from the investment and reinvestment of cash collateral and a portion of any loan fees paid by borrowers with respect to securities loans. As of December 31, 2011, the Funds did not have securities on loan.

G.	*Restricted Securities*

Restricted securities are securities that may only be resold upon registration under federal securities laws or in transactions exempt from such registration. In some cases, the issuer of restricted securities has agreed to register such securities for resale, at the issuer’s expense, either upon demand by the Funds or in connection with another registered offering of the securities. Many restricted securities may be resold in the secondary market in transactions exempt from registration. Such restricted securities may be determined to be liquid. The Funds will not incur any registration costs upon such resale. The Funds’ restricted securities are valued at the price provided by dealers in the secondary market or, if no market prices are available, at the fair value price as determined by the Trust’s Pricing Committee. At December 31, 2011, the Fixed Income Securities Fund held illiquid restricted securities representing 2.65% respectively, of net assets as listed below:

Issuer Description

Acquisition Date

Principal Amount

Cost

Value

Fixed Income Securities Fund:

Bank of Nova Scotia, 1.450%, 7/26/13

5/3/11

5,000,000

5,028,638

5,057,885

Barrick International Bank Corp., 5.750%, 10/15/16

2/20/09

2,000,000

1,945,268

2,292,254

Canadian Imperial Bank of Commerce, 2.600%, 7/2/15

10/25/11

5,000,000

5,182,157

5,171,255

FIA Card Services NA, 7.125%, 11/15/12

6/20/06

3,000,000

3,032,620

3,041,895

Royal Bank of Canada, 3.125%, 4/14/15

5/3/11

5,000,000

5,158,438

5,246,095

Toronto-Dominion Bank/The, 2.200%, 7/29/15

6/29/11

3,000,000

3,053,520

3,071,865

Annual Shareholder Report

159

Notes to Financial Statements (Continued)

H.	*Security Transactions and Related Income*

During the period, investment transactions are accounted for no later than the first calculation of the NAV on the business day following the trade date. For financial reporting purposes, however, security transactions are accounted for on the trade date on the last business day of the reporting period. Discounts and premiums on securities purchased are amortized over the lives of the respective securities. Securities gains and losses are calculated on the identified cost basis. Interest income and expenses are accrued daily. Dividends, less foreign tax withholding (if any), are recorded on the ex-dividend date.

I.	*Dividends and Distributions to Shareholders*

Dividends from net investment income are declared daily and paid monthly for Tax-Free Money Market Fund, Money Market Fund, Ohio Municipal Money Market Fund, U.S. Treasury Money Market Fund, Fixed Income Securities Fund, Intermediate Government Income Fund, Ohio Tax-Free Fund and Short/Intermediate Fixed Income Securities Fund. Dividends from net investment income are declared and paid annually for Disciplined Equity Fund, Global Select Markets Fund, International Equity Fund, Macro 100 Fund, Mid Corp America Fund, New Economy Fund, Rotating Markets Fund, Situs Fund, Technical Opportunities Fund and Growth Allocation Fund. Dividends from net investment income are declared and paid quarterly for Growth Fund, Real Strategies Fund and Balanced Allocation Fund. Dividends from net investment income are declared and paid monthly for Dividend Capture Fund, Income Equity Fund, Mortgage Securities Fund and Conservative Allocation Fund.

Dividends are declared separately for each class. No class has preferential rights; differences in per share dividend rates are

generally due to differences in separate class expenses. Net realized capital gains, if any, are distributed at least annually.

Certain of the Funds may own shares of real estate investments trusts (“REITs”) which report information on the source of their distributions annually. Distributions received from investments in REITs in excess of income from underlying investments are recorded as realized gain and/or as a reduction to the cost of the individual REIT.

J.	*Allocation of Expenses, Income, and Gains and Losses*

Expenses directly attributable to a Fund are charged to that Fund. Expenses specific to a class are charged to that class.

Except for the daily dividend Funds, expenses not directly attributable to a Fund are allocated proportionally among various Funds or all Funds within the Trust in relation to the net assets of each Fund or on another reasonable basis. For the daily dividend Funds, expenses not directly attributable to a Fund are allocated pursuant to the “settled shares method.” Income and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets.

K.	*Federal Income Taxes*

Withholding taxes on foreign interest, dividends and capital gains with respect to the Funds have been provided for in accordance with each applicable country’s tax rules and rates.

As of December 31, 2011, the tax cost of securities and the breakdown of unrealized appreciation (depreciation) for each Fund was as follows:

Fund

Tax Cost of
Securities

Unrealized
Appreciation

Unrealized
Depreciation

Net Unrealized
Appreciation/
(Depreciation)*

Tax-Free Money Market Fund

87,622,719

—

Money Market Fund

393,586,326

—

Ohio Municipal Money Market Fund

137,309,016

—

U.S. Treasury Money Market Fund

274,944,789

—

(542

)

(542

)

Disciplined Equity Fund

67,802,874

7,168,137

(3,401,137

)

3,767,000

Dividend Capture Fund

140,192,857

9,105,093

(5,010,730

)

4,094,363

Global Select Markets Fund

43,159,503

2,354,155

(6,172,549

)

(3,818,394

)

Growth Fund

112,944,051

14,638,913

(3,824,467

)

10,814,446

Income Equity Fund

111,720,455

11,158,093

(3,608,893

)

7,549,200

International Equity Fund

251,674,828

42,040,955

(29,972,961

)

12,067,994

Macro 100 Fund

49,134,091

6,572,114

(1,756,090

)

4,816,024

Mid Corp America Fund

85,266,530

46,239,491

(2,641,693

)

43,597,798

New Economy Fund

18,953,085

976,921

(1,880,297

)

(903,376

)

Real Strategies Fund

97,046,574

11,620,781

(13,454,366

)

(1,833,585

)

Rotating Markets Fund

30,944,053

7,046,016

(603,219

)

6,442,797

Situs Fund

141,626,099

57,886,745

(10,627,787

)

47,258,958

Technical Opportunities Fund

4,226,665

382,135

—

382,135

Fixed Income Securities Fund

276,794,502

20,369,260

(627,143

)

19,742,117

Intermediate Government Income Fund

129,815,723

8,687,488

(6,960

)

8,680,528

Mortgage Securities Fund

100,775,518

7,789,589

(127,490

)

7,662,099

Ohio Tax-Free Fund

51,063,580

2,470,703

(23,665

)

2,447,038

Short/Intermediate Fixed Income Securities Fund

219,609,083

4,762,446

(453,852

)

4,308,594

Balanced Allocation Fund

26,240,593

1,825,927

(350,100

)

1,475,827

Conservative Allocation Fund

14,860,382

781,655

(95,837

)

685,818

Growth Allocation Fund

20,289,939

1,745,218

(393,777

)

1,351,441

Annual Shareholder Report

160

Notes to Financial Statements (Continued)

The differences between the book-basis unrealized appreciation/(depreciation) are attributable primarily to: tax deferral of losses on wash sales, the tax treatment of Trust Preferred securities, hybrid securities and Grantor Trusts, differences related to partnership investments, the realization for tax purposes of unrealized gains/losses on investments in passive foreign investment companies and the return of capital adjustments from real estate investment trusts.

The tax character of distributions paid during the fiscal year ended December 31, 2011, was as follows:

Distributions Paid From*

Fund

Ordinary
Income

Net
Long Term
Capital Gains

Total
Taxable
Distributions

Tax Exempt
Distributions

Tax Return
of Capital

Total
Distributions
Paid

Tax-Free Money Market Fund

—

8,164

—

8,164

Money Market Fund

42,252

—

42,252

—

42,252

Ohio Municipal Money Market Fund

—

16,680

—

16,680

U.S. Treasury Money Market Fund

41,200

—

41,200

—

41,200

Disciplined Equity Fund

287,998

—

287,998

—

287,998

Dividend Capture Fund

4,485,605

—

4,485,605

—

4,485,605

Global Select Markets Fund

187,427

601,459

788,886

—

788,886

Growth Fund

��

—

474,655

—

474,655

Income Equity Fund

3,865,956

—

3,865,956

—

3,865,956

International Equity Fund

3,228,205

—

3,228,205

—

3,228,205

Macro 100 Fund

160,290

—

160,290

—

160,290

Mid Corp America Fund

139,573

12,916,579

13,056,152

—

13,056,152

Real Strategies Fund

913,049

—

913,049

—

913,049

Rotating Markets Fund

101,065

—

101,065

—

101,065

Fixed Income Securities Fund

8,258,591

3,766,042

12,024,633

—

12,024,633

Intermediate Government Income Fund

3,409,107

74,875

3,483,982

—

3,483,982

Mortgage Securities Fund

3,283,353

—

3,283,353

—

3,283,353

Ohio Tax-Free Fund

6,641

365,596

372,237

1,066,669

—

1,438,906

Short/Intermediate Fixed Income Securities Fund

3,081,317

—

3,081,317

—

3,081,317

Balanced Allocation Fund

344,465

174,163

518,628

—

518,628

Conservative Allocation Fund

237,291

98,709

336,000

—

336,000

Growth Allocation Fund

181,796

222,914

404,710

—

404,710

*	The tax character of distributions paid may differ from the character of distributions shown on the statements of changes in net assets due to short-term capital gains being treated as ordinary income for tax purposes.

The tax character of distributions paid during the fiscal year ended December 31, 2010, was as follows:

Distributions Paid From*

Fund

Ordinary
Income

Net
Long Term
Capital Gains

Total
Taxable
Distributions

Tax Exempt
Distributions

Tax Return
of Capital

Total
Distributions
Paid

Tax-Free Money Market Fund

—

9,406

—

9,406

Money Market Fund

46,504

—

46,504

—

46,504

Ohio Municipal Money Market Fund

—

23,103

—

23,103

U.S. Treasury Money Market Fund

37,149

—

37,149

—

37,149

Dividend Capture Fund

2,924,965

—

2,924,965

—

2,924,965

Global Select Markets Fund

399,831

—

399,831

—

51,500

451,331

Growth Fund

397

—

397

—

397

Income Equity Fund

2,653,177

—

2,653,177

—

2,653,177

International Equity Fund

2,464,176

—

2,464,176

—

2,464,176

Macro 100 Fund

39,179

—

39,179

—

39,179

Mid Corp America Fund

62,512

4,705,238

4,767,750

—

4,767,750

Real Strategies Fund

464,942

—

464,942

—

464,942

Rotating Markets Fund

2,699

—

2,699

—

2,699

Technical Opportunities Fund

2,356

—

2,356

—

2,356

Fixed Income Securities Fund

8,093,924

253,105

8,347,029

—

8,347,029

Intermediate Government Income Fund

3,282,208

268,472

3,550,680

—

3,550,680

Mortgage Securities Fund

3,202,168

—

3,202,168

—

3,202,168

Ohio Tax-Free Fund

1,862

170,347

172,209

1,159,655

—

1,331,864

Short/Intermediate Fixed Income Securities Fund

3,414,557

—

3,414,557

—

3,414,557

Balanced Allocation Fund

265,841

3,592

269,433

—

269,433

Conservative Allocation Fund

259,033

10,807

269,840

—

269,840

Growth Allocation Fund

213,302

3,762

217,064

—

217,064

*	The tax character of distributions paid may differ from the character of distributions shown on the statements of changes in net assets due to short-term capital gains being treated as ordinary income for tax purposes.

Annual Shareholder Report

161

Notes to Financial Statements (Continued)

As of December 31, 2011, the components of accumulated earnings (deficit) were as follows:

Fund

Undistributed
Ordinary
Income

Undistributed
Long-Term
Capital Gains

Accumulated
Earnings

Accumulated
Capital and
Other
Losses

Unrealized
Appreciation
(Depreciation)

Total
Accumulated
Earnings
(Deficit)

Tax-Free Money Market Fund

—

(133,431

)

—

(133,431

)

Money Market Fund

—

(16,464

)

—

(16,464

)

Ohio Municipal Money Market Fund

—

(293,907

)

—

(293,907

)

U.S. Treasury Money Market Fund

—

(479

)

(542

)

(1,021

)

Disciplined Equity Fund

—

(3,185,414

)

6,674,209

3,488,795

Dividend Capture Fund

—

(23,075,606

)

4,119,562

(18,956,044

)

Global Select Markets Fund

66,543

—

66,543

(308,170

)

(3,790,921

)

(4,032,548

)

Growth Fund

274,078

1,967,581

2,241,659

—

10,814,446

13,056,105

Income Equity Fund

—

(14,322,722

)

7,549,200

(6,773,522

)

International Equity Fund

1,875,731

—

1,875,731

(14,670,815

)

12,055,281

(739,803

)

Macro 100 Fund

648

—

648

(6,267,854

)

4,816,024

(1,451,182

)

Mid Corp America Fund

5,876

5,655,674

5,661,550

—

43,597,798

49,259,348

New Economy Fund

—

(23,752,175

)

(903,376

)

(24,655,551

)

Real Strategies Fund

68,452

—

68,452

(20,761,214

)

(1,400,584

)

(22,093,346

)

Rotating Markets Fund

539,093

—

539,093

(3,654,675

)

6,442,797

3,327,215

Situs Fund

—

193,748

(92,698

)

47,258,698

47,359,748

Technical Opportunities Fund

—

(2,501,935

)

382,135

(2,119,800

)

Fixed Income Securities Fund

—

78,553

(27,327

)

19,742,117

19,793,343

Intermediate Government Income Fund

132,506

15,140

147,646

(52,209

)

8,680,528

8,775,965

Mortgage Securities Fund

—

(1,251,517

)

7,662,096

6,410,579

Ohio Tax-Free Fund

—

79,772

(187

)

2,447,038

2,526,623

Short/Intermediate Fixed Income Securities Fund

—

(1,214,105

)

4,308,594

3,094,489

Balanced Allocation Fund

—

182,354

(2,276

)

1,475,827

1,655,905

Conservative Allocation Fund

664

95,978

96,642

—

685,818

782,460

Growth Allocation Fund

1,537

147,781

149,318

—

1,351,441

1,500,759

The amount of dividends from net investment income and net realized gains are determined in accordance with the federal income tax regulations, which may differ from GAAP. These “book/tax” differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature (e.g. foreign currency gain/loss, paydowns, distributions and income received from pass through investments, and net investment loss adjustments), such amounts are reclassified within the capital accounts based on their nature for federal income tax purposes; temporary differences do not require reclassification. Temporary differences are primarily due to market discounts, capital loss carryforwards and losses deferred due to wash sales, straddles, and return of capital from investments.

Certain capital and qualified late year losses incurred after October 31 and within the current taxable year, are deemed to arise on the first business day of the Funds’ following taxable year. For the tax year ended December 31, 2011 the Funds deferred post October capital and late year ordinary losses as follows:


*Fund*	Capital Losses		Late Year Ordinary Losses
Tax-Free Money Market Fund	$	1,636	$	—
Money Market Fund		1,304		—
Ohio Municipal Money Market Fund		8,906		—
U.S. Treasury Money Market Fund		407		—
Disciplined Equity Fund		2,160,038		—
Dividend Capture Fund		335,194		—
Global Select Markets Fund		308,170		—
Income Equity Fund		1,654,468		—
International Equity Fund		7,677,904		71,777
Macro 100 Fund		169,135		—
New Economy Fund		740,649		—
Real Strategies Fund		—		324,495
Situs Fund		—		92,698
Technical Opportunities Fund		101,299		—
Intermediate Government Income Fund		52,209		—
Mortgage Securities Fund		84,010		—

Annual Shareholder Report

162

Notes to Financial Statements (Continued)

As of December 31, 2011, for federal income tax purposes, the following Funds had capital loss carryforwards available to offset future gains, if any, to the extent provided by the Treasury regulations:

Expiration Year

2012

2013

2014

2015

2016

2017

2018

Tax-Free Money Market Fund

1,529

5,818

4,861

1,434

60,543

55,252

—

Money Market Fund

3,032

7,224

921

106

—

Ohio Municipal Money Market Fund

463

25,291

7,739

12,350

—

193,762

14,231

Dividend Capture Fund

—

22,740,412

—

Income Equity Fund

—

12,592,260

—

International Equity Fund

—

3,099,895

3,821,239

Macro 100 Fund

—

4,408,602

826,640

859,291

New Economy Fund

—

1,153,018

21,858,508

—

Real Strategies Fund

—

1,193,027

15,813,875

2,136,294

Rotating Markets Fund

—

3,654,675

—

Technical Opportunities Fund

—

86,652

1,310,241

—

Mortgage Securities Fund

—

6,916

753,414

162,131

Short/Intermediate Fixed Income Securities Fund

—

85,680

850,465

277,960

—

During the year ended December 31, 2011, the Money Market Fund, Dividend Capture Fund, Global Select Markets Fund, Income Equity Fund, International Equity Fund, Macro 100 Fund, New Economy Fund, Rotating Markets Fund, Situs Fund and Short/Intermediate Fixed Income Securities Fund utilized $438,540, $8,269,247, $86,796, $5,728,971, $16,267,002, $2,384,685, $759,935, $629,341, $8,630,383 and $827,430, respectively, in capital loss carryforwards.

On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (the “Act”) was enacted, which changed various technical rules governing the tax treatment of regulated investment companies. The changes are generally effective for taxable years beginning after the date of enactment. One of the more prominent changes addresses capital loss carryforwards. Under the Act, each Fund will be permitted to carry forward capital losses incurred in taxable years beginning after the date of enactment for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years, which carry an expiration date. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered all short-term as permitted under previous regulation.

Losses incurred that will be carried forward under the provisions of the Modernization Act are as follows:


	Loss carryforward character
*Fund*	*Short term*		*Long term*
Tax-Free Money Market Fund	$	2,358	$	—
Money Market Fund		3,877		—
Ohio Municipal Money Market Fund		31,165		—
Disciplined Equity Fund		266,589		758,787
Real Strategies Fund		—		1,269,300
Technical Opportunities Fund		1,003,743		—
Mortgage Securities Fund		49,109		195,937

Management of the Funds has reviewed tax positions taken in tax years that remain subject to examination by all major tax jurisdictions, including federal (i.e., the last four tax year ends and the interim tax period since then). Management believes there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.

L.	*New Accounting Pronouncements*

In April 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-03 “Reconsideration of Effective control for Repurchase Agreements” (“ASU 2011-03”). The objective of ASU 2011-03 is to improve the accounting for repurchase agreements and other agreements that both entitle and obligate a transferor to repurchase or redeem financial assets before their maturity. Under previous guidance, whether or not to account for a transaction as a sale was based on, in part, if the entity maintained effective control over the transferred financial assets. ASU 2011-03 removes the transferor’s ability criterion from the effective control assessment. This guidance is effective prospectively for interim and annual reporting periods beginning on or after December 15, 2011. At this time, management is evaluating the implications of ASU No. 2011-03 and its impact on the financial statements has not been determined.

In May 2011, the FASB issued ASU No. 2011-04 “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (“ASU 2011-04”). ASU 2011-04 includes common requirements for measurement of and disclosure about fair value between U.S. GAAP and International Financial Reporting Standards (“IFRS”). ASU 2011-04 will require reporting entities to disclose quantitative information about the unobservable inputs used in the fair value measurements categorized within Level 3 of the fair value hierarchy. In addition, ASU 2011-04 will require reporting entities to make disclosures about amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. The new and revised disclosures are effective for interim and annual reporting periods beginning after December 15, 2011. At this time, management is evaluating the implications of ASU No. 2011-04 and its impact on the financial statements has not been determined.

Annual Shareholder Report

163

(3)

Investment Advisory Fee and Other Transactions with Affiliates

Investment Advisory Fee—Huntington Asset Advisors, Inc. (the “Advisor”), a subsidiary of The Huntington National Bank (“Huntington”), serves as the Funds’ investment advisor. The Advisor receives a fee for its services, computed daily and paid monthly, based on a percentage of each Fund’s average daily net assets on a tiered basis, according to the table below:

Tiered Annual Rate:

Fund

Up to $500 million

On the next $500 million

In Excess of $1 billion

Tax-Free Money Market Fund

0.30

0.25

0.20

Money Market

0.30

0.25

0.20

Ohio Municipal Money Market Fund

0.30

0.25

0.20

Dividend Capture Fund

0.75

0.70

0.65

Global Select Markets Fund

1.00

0.95

0.90

Growth Fund

0.60

0.55

0.50

Income Equity Fund

0.60

0.55

0.50

International Equity Fund

1.00

0.95

0.90

Macro 100 Fund

0.75

0.70

0.65

Mid Corp America Fund

0.75

0.70

0.65

New Economy Fund

0.85

0.80

0.75

Real Strategies Fund

0.75

0.70

0.65

Rotating Markets Fund

0.50

0.45

0.40

Situs Fund

0.75

0.70

0.65

Technical Opportunities Fund

0.75

0.70

0.65

Fixed Income Securities Fund

0.50

0.45

0.40

Intermediate Government Income Fund

0.50

0.45

0.40

Mortgage Securities Fund

0.50

0.45

0.40

Ohio Tax-Free Fund

0.50

0.45

0.40

Short/Intermediate Fixed Income Securities Fund

0.50

0.45

0.40

The U.S. Treasury Money Market Fund pays the Advisor a fee of 0.20% of its average daily net assets, computed daily and paid monthly. Disciplined Equity Fund pays the Advisor a fee of 0.60% of the Fund’s average daily net assets, computed daily and paid monthly. Additionally, each of Balanced Allocation Fund, Conservative Allocation Fund and Growth Allocation Fund pays the Advisor a fee of 0.10% of its average daily net assets, computed daily and paid monthly.

Huntington and the Advisor may also pay out of their reasonable profits and other resources (including those of their affiliates) advertising, marketing, and other expenses for the benefit of the Funds.

Tax-Free Money Market Fund, Money Market Fund, Ohio Municipal Money Market Fund and U.S. Treasury Money Market Fund were subject to a fee waiver and expense reimbursement agreement with the Advisor whereby the Advisor has agreed to waive fees or reimburse expenses in amounts necessary to maintain a minimum yield of 0.01% and in which the Money Market Funds have agreed to repay amounts that were waived or reimbursed by the Adviser for a period up to three years after such waiver or reimbursement was made to the extent that such repayments would not cause the yield of a class to decrease below 0.01%. Effective September 26, 2011, the Advisor has agreed to waive fees or reimburse expenses for the U.S. Treasury Money Market Fund in amounts necessary to maintain a minimum yield of 0.00%.

The Advisor has agreed to contractually waive all or a portion of its investment advisory fee for Disciplined Equity Fund (based on average daily net assets) to which it is otherwise entitled to receive and/or to reimburse certain operating expenses to not more than 1.20% and 1.45% of Trust Shares

and Class A Shares, respectively, through April 30, 2012. The Advisor has agreed to contractually waive all or a portion of its investment advisory fee for Global Select Markets Fund (based on average daily net assets) to which it is otherwise entitled to receive and/or to reimburse certain operating expenses to not more than 1.90% and 2.15% of Trust Shares and Class A Shares, respectively, through April 30, 2012. The Advisor has agreed to contractually waive all or a portion of its investment advisory fee for Balanced Allocation Fund, Conservative Allocation Fund and Growth Allocation Fund (based on average daily net assets) to which it is otherwise entitled to receive and/or to reimburse certain operating expenses of Balanced Allocation Fund, Conservative Allocation Fund and Growth Allocation Fund in order to limit the total direct net annual operating expenses and acquired (underlying) fund operating expenses to not more than 1.90% of the average daily net assets of each of Balanced Allocation Fund, Conservative Allocation Fund and Growth Allocation Fund through April 30, 2012. Amounts waived or reimbursed for the Funds mentioned above in the contractual period may be recouped by the Advisor within three years of the waiver and/or reimbursement.

Annual Shareholder Report

164

Notes to Financial Statements (Continued)

As of December 31, 2011, the following amounts have been waived or reimbursed by the Adviser and are subject to repayment by the respective Fund:


*Fund*	Amount Waived or Reimbursed		Expiring Beginning December 31,
Tax-Free Money Market Fund	$	158,548		2012
		474,740		2013
		538,831		2014
Money Market Fund		1,526,152		2012
		2,696,185		2013
		2,629,761		2014
Ohio Municipal Money Market Fund		506,451		2012
		1,357,243		2013
		1,218,010		2014
U.S. Treasury Money Market Fund		1,437,890		2012
		2,375,535		2013
		2,637,763		2014
Disciplined Equity Fund		32,303		2014
Global Select Markets Fund		49,658		2013
Balanced Allocation Fund		10,920		2012
		28,952		2013
		37,593		2014
Conservative Allocation Fund		6,278		2012
		11,431		2013
		15,227		2014
Growth Allocation Fund		15,562		2012
		40,912		2013
		41,180		2014

Investment Sub-Advisor Fee—Haberer Registered Investment Advisor, Inc. (“Haberer”) serves as the Disciplined Equity Fund’s sub-advisor. The Advisor pays Haberer a fee for its services. Neither the Trust nor the Disciplined Equity Fund is liable for payment of this fee.

Consulting Fee—Laffer Investments, Inc. acts as a consultant (“the Consultant”) to the Advisor for Macro 100 Fund. The Advisor pays the Consultant a fee for its services. Neither the Trust nor the Macro 100 Fund is liable for payment of this fee.

Administrative and Financial Administration Fees—Huntington is the Administrator to the Trust, and Huntington Asset Services, Inc. (“HASI”), an affiliate of Huntington, is the Sub-Administrator. As Administrator, Huntington provides the Funds with certain administrative services. As Sub-Administrator, HASI provides the Funds with certain administrative personnel, and generally assists with the provision of administrative services necessary to operate the Funds. The Administrator pays the Sub-Administrator a fee for the services it provides to the Trust. Huntington also provides portfolio accounting services to the Funds. Huntington has sub-contracted certain fund accounting services to HASI. HASI is paid directly by Huntington, not the Funds, for these

services. The fees paid for administrative and sub-administrative services are based on the level of average net assets of each Fund for the period, subject to minimum fees in certain circumstances.


Maximum Administrative Fee		*Average Daily Net Assets* *of the Trust*
0.1822%		On the first $4 billion
0.1650%		On the next $2 billion
0.1575%		On the next $2 billion
0.1450%		On assets in excess of $8 billion

There is no minimum annual fee per fund or class of shares.

Distribution and Shareholder Services Fees—The Funds have adopted a Distribution Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act. Under the terms of the Plan, the Funds will compensate qualified intermediaries for distribution services in connection with Class A Shares not to exceed 0.25% of the daily net assets of each Fund’s Class A Shares. Trust Shares are not subject to Rule 12b-1 fees. Class A Shares and Trust Shares are also subject to a shareholder services fee not to exceed 0.25% of the daily net assets of such shares. For the year ended December 31, 2011, Huntington and its affiliates received $5,373,201 in shareholder service fees. For the fiscal year ended December 31, 2011, Unified Financial Securities, Inc., the Funds’ distributor, received underwriter commissions of $105,652 earned on sales of Class A Shares. For the year ended December 31, 2011, the Funds paid $1,544,972 to affiliated broker-dealers of the Funds.

Transfer and Dividend Disbursing Agent Fees and Expense—HASI is the transfer and dividend disbursing agent for the Funds. For its services, HASI receives a yearly fixed amount per shareholder account, subject to a yearly minimum fee of $12,000 for each of the Funds. HASI is also entitled to receive additional amounts that may be activity or time-based charges, plus reimbursement for out-of-pocket expenses.

Custodian Fees—Huntington serves as custodian for each of the Funds. Brown Brothers Harriman serves as sub-custodian for each Fund’s foreign assets. Huntington and Brown Brothers Harriman receive fees based on the level of each Fund’s average daily net assets for the period, plus out-of-pocket expenses.

Compliance Services—The Trust has contracted with Huntington to provide a Chief Compliance Officer to the Trust, for which it pays Huntington $131,250 annually.

General—Certain officers of the Trust are Officers, Directors and/or Trustees of the above companies.

Annual Shareholder Report

165

Any Committee or sub-committee member may be compensated by the Fund for incremental work outside of the regular meeting process based on the value added to the Fund. In addition, the Fund reimburses Trustees who are not employees of or affiliated with the Advisor for out-of-pocket expenses incurred in conjunction with attendance at meetings. For the fiscal year ended December 31, 2011, actual Trustee compensation was $285,750 in aggregate from the Trust.

Pursuant to an exemptive order issued by the Securities and Exchange Commission, the Funds may invest in a certain affiliated money market fund which is managed by the Advisor. Income distributions earned from investments in this fund are recorded as income from affiliates in the accompanying financial statements.

A summary of each Fund’s investment in such affiliated money market fund (Huntington Money Market Fund) is set forth below:

Fund

12/31/10
Market Value

Purchases

Sales

12/31/11
Market Value

Income

Disciplined Equity Fund

—

24,007,725

(18,687,034

)

5,320,691

239

Dividend Capture Fund

1,122,914

58,231,540

(57,686,178

)

1,668,276

354

Global Select Markets Fund

716,504

33,049,067

(33,749,710

)

15,861

105

Growth Fund

6,700,122

73,063,380

(72,760,465

)

7,003,037

256

Income Equity Fund

3,214,284

23,251,760

(24,507,103

)

1,958,941

189

International Equity Fund

8,803,071

81,719,853

(81,920,189

)

8,602,735

1,390

Macro 100 Fund

2,108,417

17,560,916

(15,493,933

)

4,175,400

416

Mid Corp America Fund

1,913,483

43,742,807

(42,071,630

)

3,584,660

682

New Economy Fund

1,609,241

97,913,279

(96,832,674

)

2,689,846

423

Real Strategies Fund

101,452

46,617,568

(45,102,690

)

1,616,330

596

Rotating Markets Fund

183,730

7,461,668

(7,150,869

)

494,529

Situs Fund

52,751,198

(49,893,059

)

2,858,167

775

Technical Opportunities Fund

675,043

4,724,641

(3,618,094

)

1,781,590

Fixed Income Securities Fund

1,571,742

98,712,879

(90,048,277

)

10,236,344

394

Intermediate Government Income Fund

1,783,867

42,626,631

(42,476,982

)

1,933,516

361

Mortgage Securities Fund

2,668,401

35,554,024

(34,049,536

)

4,172,889

365

Short/Intermediate Fixed Income Securities Fund

4,188,774

72,417,479

(75,814,998

)

791,255

350

Additionally, Balanced Allocation Fund, Conservative Allocation Fund and Growth Allocation Fund invest in other Funds within the Trust. A summary of these investments in affiliated funds is set forth below:

Balanced Allocation Fund

12/31/10
Market Value

Purchases

Sales

12/31/11
Market Value

Income

Money Market Fund

749,149

4,703,311

5,059,557

392,902

Dividend Capture Fund

1,165,338

360,008

388,219

1,180,570

41,325

Global Select Markets Fund

—

702,683

50,413

579,943

2,769

Growth Fund

2,093,366

1,709,380

203,823

3,469,274

—

Income Equity Fund

2,160,184

1,219,349

214,509

3,231,359

99,416

International Equity Fund

3,133,325

738,926

1,073,564

2,501,390

30,372

Macro 100 Fund

2,181,473

1,337,650

360,629

3,085,349

9,329

Mid Corp America Fund

1,126,908

519,859

520,178

1,127,411

1,238

New Economy Fund

844,626

362,385

235,254

820,805

—

Situs Fund

2,004,678

718,414

723,205

1,984,456

—

Fixed Income Securities Fund

4,147,173

1,131,841

1,177,351

4,252,688

125,263

Intermediate Government Income Fund

1,933,254

508,001

507,727

1,985,449

53,033

Mortgage Securities Fund

1,101,642

280,772

267,247

1,137,097

36,262

Short/Intermediate Fixed Income Securities Fund

1,926,180

485,496

459,101

1,967,727

27,924

Annual Shareholder Report

166

Notes to Financial Statements (Continued)

Conservative Allocation Fund

12/31/10
Market Value

Purchases

Sales

12/31/11
Market Value

Income

Money Market Fund

637,641

2,600,816

3,072,371

166,086

Dividend Capture Fund

231,157

89,357

81,194

248,290

8,306

Global Select Markets Fund

—

150,225

12,185

122,014

585

Growth Fund

414,890

404,587

67,644

730,551

—

Income Equity Fund

428,107

311,239

74,994

679,101

20,091

International Equity Fund

620,425

215,451

248,180

525,195

6,401

Macro 100 Fund

432,293

344,699

116,120

648,927

1,969

Mid Corp America Fund

223,074

124,582

110,758

237,016

261

New Economy Fund

167,208

84,230

47,700

172,852

—

Situs Fund

397,378

172,359

149,834

417,503

—

Fixed Income Securities Fund

5,125,522

752,518

770,490

5,279,315

151,541

Intermediate Government Income Fund

2,388,604

316,098

297,748

2,464,781

63,994

Mortgage Securities Fund

1,362,587

183,984

159,450

1,411,773

43,963

Short/Intermediate Fixed Income Securities Fund

2,379,626

294,123

246,106

2,442,796

33,710

Growth Allocation Fund

12/31/10
Market
Value

Purchases

Sales

12/31/11
Market
Value

Income

Money Market Fund

576,965

3,297,531

3,631,761

242,736

Dividend Capture Fund

1,207,081

371,820

402,913

1,215,602

42,545

Global Select Markets Fund

—

731,608

58,813

596,904

2,859

Growth Fund

2,169,260

1,730,195

177,829

3,571,521

—

Income Equity Fund

2,238,576

1,167,245

129,684

3,326,710

102,290

International Equity Fund

3,250,323

669,610

1,028,495

2,573,980

31,353

Macro 100 Fund

2,262,629

1,252,675

248,414

3,176,372

9,633

Mid Corp America Fund

1,166,583

499,942

499,920

1,160,455

1,278

New Economy Fund

875,746

360,789

232,595

845,332

—

Situs Fund

2,079,110

674,419

683,643

2,042,634

—

Fixed Income Securities Fund

1,482,045

448,624

666,488

1,315,105

41,591

Intermediate Government Income Fund

691,331

204,832

299,823

613,972

17,673

Mortgage Securities Fund

393,913

112,362

162,346

351,592

11,939

Short/Intermediate Fixed Income Securities Fund

688,840

197,498

283,758

608,465

9,341

(4)

Affiliated Issuers

Affiliated issuers, as defined under the Investment Company Act of 1940, are those in which a Fund’s holdings of an issuer represent 5% or more of the outstanding voting securities of the issuer. A summary of each Real Strategies Fund’s holdings in the securities of such issuers is set forth below:

12/31/10

Market Value

Purchases

Sales

12/31/11

Market Value

Income

Discount Retail Portfolio II DST

—

950,000

—

958,307

—

New York Power DST

—

950,000

—

949,088

18,980

Scotts Gahanna LLC*

—

1,344,000

—

1,428,252

—

*	Controlled affiliate in which the Real Strategies Fund owns 25% or more of the outstanding voting securities.

Annual Shareholder Report

167

Notes to Financial Statements (Continued)

(5)

Balanced Allocation Fund, Conservative Allocation Fund and Growth Allocation Fund Structure

Balanced Allocation Fund, Conservative Allocation Fund and Growth Allocation Fund (“Investing Funds”), in accordance with their prospectus, seek to achieve their investment objectives by investing in other investment companies (“Underlying Funds”) with similar investment objectives. As a result, investors in the Investing Funds incur expenses of both the Investing Funds and Underlying Funds, including transaction costs related to the purchases and sales of Underlying Fund shares.

(6)

Investment Transactions

Purchases and sales of investments, excluding short-term securities, for the year ended December 31, 2011, were as follows:


*Fund*	*Purchases*		*Sales*
Disciplined Equity	$	60,361,477	$	1,472,528
Dividend Capture Fund		209,971,944		188,193,988
Global Select Markets Fund		54,377,228		47,998,278
Growth Fund		177,047,145		183,122,371
Income Equity Fund		228,991,777		218,940,233
International Equity Fund		110,997,168		111,329,561
Macro 100 Fund		48,882,252		41,252,014
Mid Corp America Fund		35,118,714		52,929,786
New Economy Fund		113,664,342		147,238,427
Real Strategies Fund		69,628,101		56,814,021
Rotating Markets Fund		798,666		4,951,650
Situs Fund		36,552,151		47,213,503
Technical Opportunities Fund		21,249,696		27,325,024
Fixed Income Securities Fund		98,137,701		108,330,082
Intermediate Government Income Fund		42,561,423		26,860,839
Mortgage Securities Fund		26,323,165		21,714,840
Ohio Tax-Free Fund		14,236,693		16,065,774
Short/Intermediate Fixed Income Securities Fund		90,196,928		68,371,913
Balanced Allocation Fund		10,074,764		5,998,880
Conservative Allocation Fund		3,443,452		2,286,459
Growth Allocation Fund		8,421,619		4,726,942

Purchases and sales of long-term U.S. government securities, for the year ended December 31, 2011, were as follows:


*Fund*	*Purchases*		*Sales*
Fixed Income Securities Fund	$	24,109,368	$	81,713,427
Intermediate Government Income Fund		42,561,423		26,860,839
Mortgage Securities Fund		25,616,391		20,262,418
Short/Intermediate Fixed Income Securities Fund		37,672,332		34,980,380

(7)

Concentration of Credit Risk

Since each of Ohio Municipal Money Market Fund and Ohio Tax-Free Fund invest a substantial portion of their assets in issuers located in the state of Ohio, they will be more susceptible to factors adversely affecting issuers of Ohio than would be a comparable tax-exempt mutual fund that invests nationally. In order to reduce the credit risk associated with such factors, at December 31, 2011, the securities in the portfolio of investments are backed by letters of credit or bond insurance from various financial institutions and financial guaranty assurance agencies, as indicated on each Fund’s Portfolio of Investments.

(8)

Foreign Investment Risk

Compared with investing in the United States, investing in foreign markets involves a greater degree and variety of risk. Investors in international or 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. Foreign governments may expropriate assets, imposed capital or currency controls, impose punitive taxes, impose limits on ownership or nationalize a company or industry. Any of these actions could have severe effect on security prices and impair the Fund’s ability to bring its capital or income back to the U.S. 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, less frequent or inaccurate financial information about their issuers, social upheavals or political actions ranging from tax code changes to government collapse. Foreign companies may also receive less coverage than U.S. companies by market analysts, and financial reporting standards or regulatory requirements may not be comparable to those applicable to U.S. companies.

(9)

Line of Credit

The Trust participates in a short-term credit agreement (“Line of Credit”) with Citibank, N.A. (“Citi”). Under the terms of the agreement, which became effective December 29, 2011, the Trust may borrow up to $20 million. The purpose of the agreement is to meet temporary or emergency cash needs, including redemption requests that might otherwise require the untimely disposition of securities. Citi receives an annual facility fee of 0.10% on $20 million for providing the Line of Credit. For the fiscal year ended December 31, 2011, the Trust did not borrow from the Line of Credit and no fees were paid to Citi.

(10)

Other Tax Information (unaudited)

For the year ended December 31, 2011, certain dividends paid by the Funds may be subject to a maximum tax rate of 15% as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003. The Funds intend to designate the maximum amount allowable as taxed at a maximum rate of 15%. Complete information will be reported in conjunction with your 2011 Form 1099-DIV.

Annual Shareholder Report

168

For the year ended December 31, 2011, the following Funds paid qualified dividend income:


*Fund*	Qualified Dividend Income
Disciplined Equity Fund		100	%
Dividend Capture Fund		76	%
Global Select Markets Fund		100	%
Income Equity Fund		84	%
International Equity Fund		100	%
Macro 100 Fund		100	%
Mid Corp America Fund		100	%
Real Strategies Fund		100	%
Rotating Markets Fund		100	%
Mortgage Securities Fund		4	%
Balanced Allocation Fund		45	%
Conservative Allocation Fund		13	%
Growth Allocation Fund		82	%

For the taxable year ended December 31, 2011, the following percentage of ordinary income dividends paid by the Funds qualify for the dividends received deduction available to corporations:


*Fund*	Dividends Received Deduction
Disciplined Equity Fund		100	%
Dividend Capture Fund		77	%
Global Select Markets Fund		100	%
Income Equity Fund		90	%
International Equity Fund		100	%
Macro 100 Fund		100	%
Mid Corp America Fund		100	%
Real Strategies Fund		100	%
Rotating Markets Fund		100	%
Mortgage Securities Fund		4	%
Balanced Allocation Fund		47	%
Conservative Allocation Fund		13	%
Growth Allocation Fund		85	%

For the year ended December 31, 2011, certain dividends paid by the Funds may be subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003. The following Funds designated the following percentage of ordinary dividends paid as qualified interest income distribution:


*Fund*	Qualified Interest Income
Money Market Fund		100	%
U. S. Treasury Money Market Fund		100	%
Fixed Income Securities Fund		99	%
Intermediate Government Income Fund		98	%
Mortgage Securities Fund		100	%
Short/Intermediate Fixed Income Securities Fund		100	%
Balanced Allocation Fund		56	%
Conservative Allocation Fund		88	%
Growth Allocation Fund		30	%

The Funds designate the following amounts as long-term capital gains distributions. The amounts designated may not agree with long term capital gains in the tax character of distribution table due to utilization of earnings and profits distributed to shareholders on redemption of shares.


*Fund*	Long Term Capital Gains Paid Amount
Global Select Markets Fund	$	601,459
Growth Fund		474,655
Mid Corp America Fund		12,916,578
Fixed Income Securities Fund		3,766,042
Intermediate Government Income Fund		75,240
Ohio Tax-Free Fund		365,596
Balanced Allocation Fund		174,163
Conservative Allocation Fund		98,709
Growth Allocation Fund		222,914

The Funds designated the following amounts as short term capital gain distributions:


*Fund*	Short Term Capital Gains Paid Amount
U.S. Treasury Money Market Fund	$	11,517
Mid Corp America Fund		41,918
Fixed Income Securities Fund		496,238
Intermediate Government Income Fund		176,998
Balanced Allocation Fund		95,691
Conservative Allocation Fund		18,132
Growth Allocation Fund		49,341

The International Equity Fund intends to elect to pass through to shareholders the income tax credit for taxes paid to foreign countries. Foreign source income and foreign tax expense per outstanding shares on December 31, 2011 are as follows:


*Fund*	Foreign Source Income		Foreign Tax Expense
Global Select Markets Fund		0.17		0.03
International Equity Fund		0.31		0.03

The pass-through of the foreign tax credit will only affect those persons who are shareholders on the dividend record date in December 2011. These shareholders will receive more detailed information along with the 2011, Form 1099 DIV.

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Report of Independent Registered Public Accounting Firm

The Board of Trustees and Shareholders of The Huntington Funds:

We have audited the accompanying statement of assets and liabilities of the Huntington Tax-Free Money Fund, Huntington Money Market Fund, Huntington Ohio Municipal Money Market Fund, Huntington U.S. Treasury Money Market Fund, Huntington Disciplined Equity Fund, Huntington Dividend Capture Fund, Huntington Global Select Markets Fund, Huntington Growth Fund, Huntington Income Equity Fund, Huntington International Equity Fund, Huntington Macro 100 Fund, Huntington Mid Corp America Fund, Huntington New Economy Fund, Huntington Real Strategies Fund, Huntington Rotating Markets Fund, Huntington Situs Fund, Huntington Technical Opportunities Fund, Huntington Fixed Income Securities Fund, Huntington Intermediate Government Income Fund, Huntington Mortgage Securities Fund, Huntington Ohio Tax-Free Fund, Huntington Short/Intermediate Fixed Income Securities Fund, Huntington Balanced Allocation Fund, Huntington Conservative Allocation Fund, and Huntington Growth Allocation Fund (twenty-five of the portfolios constituting The Huntington Funds, collectively referred to as the “Funds”), including the portfolios of investments, as of December 31, 2011 and the related statements of operations for the year then ended, and the statements of changes in net assets and the financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Funds’ internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2011, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of each of The Huntington Funds identified above at December 31, 2011, the results of their operations for the year then ended, and the changes in their net assets and the financial highlights for each of the periods indicated therein, in conformity with U.S. generally accepted accounting principles.

LOGO

Columbus, Ohio

February 24, 2012

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170

Board of Trustees and Trust Officers

The following tables give information about the Independent Trustees (Trustees who are not “interested persons” of the Trust, as defined in the 1940 Act), Interested Trustees (Trustees who are “interested persons” of the Trust, as defined in the 1940 Act) and the senior officers of the Trust. Each Trustee oversees all portfolios of the Trust and serves for an indefinite term (subject to mandatory retirement provisions). Unless otherwise noted, the business address of each person listed below is c/o The Huntington Funds, 2960 North Meridian Street, Suite 300, Attention: Huntington Trust Officer, Indianapolis, IN 46208. Unless otherwise noted, each officer is elected annually. The Huntington Funds consists of 38 portfolios. Each Trustee serves as Trustee for all portfolios of The Huntington Funds. The Funds’ Statement of Additional Information includes additional information about The Huntington Funds’ Trustees and is available, without charge and upon request, by calling 1-800-253-0412.

Interested Trustees’ Background


*Name* *Age* *Positions Held with Trust* *Date Service Began*		*Principal Occupation(s) for Past Five Years, Previous Position(s) and Other Directorships Held*
B. Randolph Bateman* Age: 62 TRUSTEE Began Serving: February 2008		*Principal Occupations:* President and Chief Investment Officer, Huntington Asset Advisors, Inc. (May 2001 to present); Chief Investment Officer, The Huntington National Bank (October 2000 to present). *Previous Positions:* Senior Vice President, Star Bank (June 1988 to October 2000). *Other Directorships Held:* Board Member, The Huntington Strategy Shares.
Thomas J. Westerfield** Age: 56 TRUSTEE Began serving: January 2001		*Principal Occupation:* Of Counsel, Dinsmore & Shohl LLP (law firm) (August 2005 to present). *Previous Position:* Of Counsel, Cors & Bassett LLC (law firm) (1993 – 2005). *Other Directorships Held:* Board Member, The Huntington Strategy Shares.

*	B. Randolph Bateman has been deemed an Interested Trustee due to the positions he holds with The Huntington National Bank and its affiliates.

**	Thomas J. Westerfield may be deemed an Interested Trustee due to the position he holds with Dinsmore & Shohl LLP, which has provided legal services to Huntington.

Independent Trustees’ Background


*Name* *Age* *Positions Held with Trust* *Date Service Began*		*Principal Occupation(s) for Past Five Years, Previous Position(s) and Other Directorships Held*
David S. Schoedinger* Age: 69 CHAIRMAN OF THE BOARD and TRUSTEE Began serving: May 1990		*Principal Occupation:* Chairman of the Board and Funeral Director, Schoedinger Funeral Service (1965 to present); CEO, Schoedinger Financial Services, Inc. (1987 to present). *Other Directorships Held:* Board Member, The Huntington Strategy Shares.
*Tadd C. Seitz* Age: 70 TRUSTEE Began serving: June 2006		Principal Occupation: Retired (July 1996-present); Board advisor and private investor (July 1996-present). Previous Positions: Chairman and Chief Executive Officer, The Scotts-Miracle Gro Company (June 1983-June 1996); Chief Operating Officer The Scotts Company (1982-1983); General Manager W. Atlee Burpee Company (1980-1982). Other Directorships Held: Board Member, The Huntington Strategy Shares; West Point Products, Shade Tree Systems and Cold Jet (both private companies) and Chairman of Central Benefits, a mutual insurance company.
*Mark D. Shary* Age: 51 TRUSTEE Began serving: June 2006		*Principal Occupations:* Private investor (2007 to present). *Previous Position:* Chief Executive Officer and President, BestTransport.com, Inc. (2003 to 2007); President, Bostech Corporation (2000 to 2002). *Other Directorships Held:* Board Member, The Huntington Strategy Shares.
*William H. Zimmer, III* Age: 58 TRUSTEE Began Serving: December 2006		*Principal Occupation:* Chief Executive Officer, Cintel Federal Credit Union (January 2011 to Present). *Previous Positions:* Consultant, WHZIII, LLC (March 2009 to December 2010): Assistant Treasurer, Dana Holding Corp. (September 2006 to February 2009) (manufacturing); Vice President and Manager, Global Treasury Management, National City Bank (January 2004 to March 2006); Vice President, Treasury Management Operations, Provident Bank (June 2003 to January 2004); Financial Consultant (April 2001 to June 2003). *Other Directorships Held:* Board Member, The Huntington Strategy Shares.

*	David S. Schoedinger became Chairman of the Funds on April 30, 2003.

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Board of Trustees and Trust Officers (Continued)

Officers

Name

Age

Address

Positions Held with Trust

Date Service Began

Principal Occupation(s) and Previous Positions

B. Randolph Bateman

Age: 62

PRESIDENT

Began Serving: September 2005

Principal Occupations: President and Chief Investment Officer, Huntington Asset Advisors, Inc. (May 2001 to present); Chief Investment Officer, The Huntington National Bank (October 2000 to present).

Previous Positions: Senior Vice President, Star Bank (June 1988 to October 2000).

R. Jeffrey Young

Age: 47

CHIEF EXECUTIVE OFFICER

Began Serving: February 2010

Principal Occupations: Senior Vice President, HASI (formerly, Unified Fund Services, Inc.) (January 2010 to present); Chairman of the Board, Valued Advisers Trust (June 2010 to present); Chief Executive Officer and President, Valued Advisers Trust (January 2010 to present); President and Chief Executive Officer, Dreman Contrarian Funds (March 2011 to present); Chief Executive Officer, The Huntington Strategy Shares (November 2010 to present).

Previous Positions: Independent Chair, Valued Advisers Trust (August 2008-January 2010); Managing Director, Chief Operating Officer, WealthStone (2007 to 2009); Senior Vice President, Operations, BISYS Fund Services (2006 to 2007); Senior Vice President/Vice President, Client Services, BISYS Fund Services (1994 to 2006).

Matthew J. Miller

Age: 35

VICE PRESIDENT

Began Serving: February 2010

Principal Occupations: Vice President, Relationship Management, HASI (formerly, Unified Fund Services, Inc.) (2008 to present).

Previous Position: Vice President, Transfer Agency Operations, HASI (formerly, Unified Fund Services, Inc.) (2002 to 2008).

David R. Carson

Age: 53

CHIEF COMPLIANCE OFFICER and ANTI-MONEY

LAUNDERING OFFICER

Began Serving: September 2005

Principal Occupations: Chief Compliance Officer and Anti-Money Laundering Officer of the Huntington Funds (September 2005 to present) and The Huntington Strategy Shares (November 2010 to present).

Previous Positions: Treasurer and Assistant Treasurer of The Huntington Funds, Huntington Asset Advisors, Inc. (February 2002 to February 2005); Vice President and Private Financial Capital Group Marketing Manager, The Huntington National Bank (June 2001 to September 2005); Trust Officer, Firstar Bank (October 1982 to February 2001).

Robert W. Silva

Age: 45

TREASURER

Began Serving: November 2010

Principal Occupation: Senior Vice President, Financial Administration, HASI; Treasurer, Dreman Contrarian Funds (March 2011 – present); Chief Financial Officer and Treasurer, Unified Series Trust (June 2011 to present); Chief Financial Officer and Treasurer, The Huntington Strategy Shares (November 2010 to present).

Previous Positions: Senior Vice President, Citi Fund Services Ohio, Inc., (September 2007 to September 2010); Assistant Vice President, Citizens Advisers, Inc., (May 2002 to August 2007).

John C. Swhear

Age: 51

SECRETARY

Began Serving: April 2010

Principal Occupations: Chief Compliance Officer of Valued Advisers Trust (August 2008 to present); Acting Chief Executive Officer, Dreman Contrarian Funds (February 2008 to March 2010); Chief Compliance Officer of Unified Financial Securities, Inc., the Trust’s distributor (May 2007 to present); Vice President of Legal, Compliance & Risk for HASI (formerly, Unified Fund Services, Inc.) (April 2007 to present); Vice President, Dreman Contrarian Funds (September 2007 to March 2010); Senior Vice President, Unified Series Trust (May 2007 to present).

Previous Positions: Employed in various positions with American United Life Insurance Company from June 1983 to April 2007, including: Chief Counsel, OneAmerica Securities Inc. (February 2007 to April 2007); Associate General Counsel (April 2003 to April 2007); Investment Adviser Chief Compliance Officer (June 2004 to April 2007); Chief Compliance Officer of OneAmerica Funds, Inc. (June 2004 to April 2007). President, Dreman Contrarian Funds (March 2010 to March 2011).

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172

Investment Contract Review Disclosure

BOARD OF TRUSTEES’ CONSIDERATION OF INVESTMENT ADVISORY AGREEMENTS FOR THE

HUNTINGTON FUNDS (the “Funds”)

The Board of Trustees is responsible for determining whether to approve the Funds’ investment advisory agreements. At a meeting held on August 11, 2011, the Board, including a majority of the independent Trustees, approved the investment advisory agreements between Huntington Asset Advisors, Inc. (the “Advisor”) and the Funds (the “Advisory Agreements”). Pursuant to the Advisory Agreements between the Advisor and the Funds, the Advisor provides advisory services to the Funds.

During the review process, the Board received assistance and advice from, and met separately with, independent legal counsel. In approving each of the Advisory Agreements, the Board, including a majority of the independent Trustees, considered many factors, the most significant of which were: (1) the nature of the services provided to the Funds by the Advisor in relation to the advisory fees; (2) the individual performance of the Funds; (3) the Advisor’s costs and the profits realized through providing the Funds with advisory services; (4) whether the Advisor has realized or may realize economies of scale in providing services to the Funds and if these economies are shared with the Funds; and (5) a comparison of the fees and performance of comparable funds.

Nature, Extent and Quality of Services in Relation to the Advisory Fees—In considering the nature, extent and quality of the services provided by the Advisor, the Board reviewed information relating to the Advisor’s operations and personnel. Among other things, the Advisor provided descriptions of its organizational and management structure, biographical information on its supervisory and portfolio management staff on a fund-by-fund basis, and financial information. The Trustees also took into account the financial condition of the Advisor with respect to its ability to provide the services required under the Advisory Agreements. The Board determined that the nature, extent and quality of the services provided by the Advisor, in relation to the advisory fees, were acceptable.

Individual Performance of the Funds—The Board reviewed the Funds’ short-term and long-term performance records and the Advisor’s management styles in relation to comparable funds and appropriate benchmarks. The Board noted that the Board reviews on a quarterly basis detailed information about the Funds’ performance. The Board also reviewed various comparative data for each of the Funds provided to them in connection with their consideration of the renewal of the Advisory Agreements, including, among other information, each Fund’s performance compared to similar funds based on information provided by Lipper Inc. (“Lipper”) for the one- and three-year periods, as applicable, ending June 30, 2011.

Advisor’s Costs and the Profits Realized Through Providing the Funds With Advisory Services—In considering the reasonableness of the advisory fees, the Board reviewed information provided by the Advisor setting forth all revenues and other benefits, both direct and indirect, received by the Advisor and its affiliates attributable to managing each of the Funds individually, the cost of providing such services and the resulting profitability to the Advisor and its affiliates from these relationships. The Trustees determined that the profitability of the Advisor was acceptable in relation to the nature and quality of services provided to the Funds. The Board also took into consideration the Advisor’s agreement with the Trust with respect to the Huntington Growth Allocation Fund, the Huntington Balanced Allocation Fund and the Huntington Conservative Allocation Fund (the “Allocation Funds”), whereby the Advisor agreed to waive all or a portion of its advisory fee in order to limit each Allocation Fund’s total annual fund operating expenses for the period ending April 30, 2012. In addition, the Board considered the Advisor’s agreement with the four money market funds, whereby the Advisor agreed to waive all or a portion of its investment advisory fee and/or reimburse certain operating expenses of each money market fund to the extent necessary to ensure that each money market fund maintains a positive yield of at least 0.01%.

Economies of Scale in Providing Services to the Funds and Whether These Economies Are Shared With the Funds—The Board also considered the effect of the Funds’ growth and size on their performance and fees. The Board noted that, with the exception of the Allocation Funds and the Huntington U.S. Treasury Money Market Fund, all of the Funds’ Advisory Agreements reflect the implementation of investment advisory fee breakpoints for the Funds. The Board further noted that the administration fee charged to all of the Funds included fee breakpoints, which allowed the Funds to realize economies of scale as the assets of the Funds increased over time.

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Comparison of the Fees and Performance of Comparable Funds—With respect to the Funds’ performance and fees, the Board considered comparisons to other mutual funds with comparable investment programs to be particularly useful, given the high degree of competition in the mutual fund business. The Board used peer group information provided by Morningstar, Inc. with respect to its comparable fee analysis for the Funds’ Trust Shares. The Board considered performance information based on the performance of the Funds’ Trust Shares, and considered the performance of Class A Shares for those Funds that did not offer Trust Shares. The Board also received information concerning fees charged by the Advisor to other accounts, but did not consider that information to be as relevant in light of the differences in services provided.

Other Considerations—The Board also requests and receives substantial and detailed information about the Funds and the Advisor on a regular basis. The Advisor provides much of this information at each regular meeting of the Board and furnishes additional reports in connection with the Board’s formal review of the Advisory Agreements. The Board may also receive information between regular meetings relating to particular matters as the need arises. The Board’s evaluation of the Advisory Agreements is informed by reports covering such matters as: the Advisor’s investment philosophy, personnel, and processes; operating strategies; the Funds’ short- and long term performance (in absolute terms, both on a gross basis and net of expenses, as well as in relationship to its particular investment program and certain competitive funds and/or other benchmarks, as appropriate) and comments on reasons for performance. The Board also considered reports concerning the Funds’ expenses (including the advisory fee itself and the overall expense structure of the Funds, both in absolute terms and relative to similar and/or competing funds, with due regard for contractual or voluntary expense limitations); the use and allocation of brokerage commissions derived from trading the Funds’ portfolio securities; the nature and extent of the advisory and other services provided to the Funds by the Advisor and its affiliates; compliance and audit reports concerning the Funds (including communications from regulatory agencies), as well as the Advisor’s responses to any issues raised therein; and relevant developments in the mutual fund industry and how the Funds and the Advisor are responding to them. In the course of their deliberations regarding the Advisory Agreements, the Board also evaluated, among other things, the Advisor’s ability to supervise each of the Fund’s other service providers and its compliance program.

The Board based its decision to approve the Advisory Agreements on the totality of the circumstances and relevant factors and with a view to past and future long-term considerations. Not all of the factors and considerations identified above are relevant to each of the Funds, nor does the Board consider any one of them to be determinative. With respect to the factors that are relevant, the Board’s decision to approve the Advisory Agreements reflects its determination that the Advisor’s performance and actions provide an acceptable basis to support the decision to continue the existing arrangements.

While attention was given to all information furnished, the following discusses the primary factors relevant to the Board’s decisions. In each case, the Board concluded that the Funds’ performance was acceptable and that the Funds’ advisory and total fees were reasonable in light of the quality and nature of services provided by the Advisor and its affiliates.

Huntington Dividend Capture Fund

Among other data considered, the Board noted that the Fund outperformed its benchmark for the three- and ten-year periods ended June 30, 2011, but underperformed its benchmark for the one- and five-year periods ended the same date. The Fund outperformed its Lipper peer group for the three-year period ended June 30, 2011, but underperformed its Lipper peer group for the one-year period ended the same date. The Board also noted that the Fund’s combined net advisory fee and gross administrative fee, and the total expenses were above the median of its peer group.

Huntington Fixed Income Securities Fund

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Investment Contract Review Disclosure (Continued)

three-year periods ended June 30, 2011. The Board also noted that the Fund’s combined net advisory fee, and gross administrative fee and the total expenses were above the median of its peer group.

Huntington Growth Fund

Among other data considered, the Board noted that the Fund underperformed its benchmark for the one-, three-, five- and ten-year periods ended June 30, 2011. The Fund underperformed its Lipper peer group for the one- and three-year periods ended June 30, 2011. The Board also noted that the Fund’s combined net advisory fee and gross administrative fee is above the median of its peer group, and total expenses are below the median of its peer group. The Board took into account management’s discussion of the Fund’s performance, including the impact of market conditions on the Fund’s performance, and management’s plans with respect to the Fund.

Huntington Income Equity Fund

Among other data considered, the Board noted that the Fund outperformed its benchmark for the one- and three-year periods ended June 30, 2011, but underperformed its benchmark for the five- and ten-year periods ended the same date. The Fund outperformed its Lipper peer group for the one- and three-year periods ended June 30, 2011. The Board also noted that the Fund’s combined net advisory fee and gross administrative fee is above the median of its peer group, and total expenses are below the median of its peer group.

Huntington Intermediate Government Income Fund

Huntington International Equity Fund

Among other data considered, the Board noted that the Fund underperformed its benchmark for the one- and three-year periods ended June 30, 2011, and outperformed its benchmark for the five- and ten-year periods ended the same date. The Fund underperformed its Lipper peer group for the one- and three-year periods ended June 30, 2011. The Board also noted that the Fund’s combined net advisory fee and gross administrative fee, and the total expenses were above the median of its peer group.

Huntington Macro 100 Fund

Among other data considered, the Board noted that the Fund outperformed its benchmark for the three-year period ended June 30, 2011, and underperformed its benchmark for the one- and five-year periods ended the same date. The Fund underperformed its Lipper peer group for the one- year period ended June 30, 2011, and outperformed its Lipper peer group for the 3-year period ended the same date. The Board also noted that the Fund’s combined net advisory fee and gross administrative fee, and the total expenses were above the median of its peer group.

Huntington Mid Corp America Fund

Among other data considered, the Board noted that the Fund underperformed its benchmark for the one-, three-, five- and ten-year periods ended June 30, 2011. The Fund underperformed its Lipper peer group for the one- and three-year periods ended June 30, 2011. The Board also noted that the Fund’s combined net advisory fee and gross administrative fee, and the total expenses were above the median of its peer group. The Board took into account management’s discussion of the Fund’s performance, including the impact of market conditions on the Fund’s performance, and management’s plans with respect to the Fund.

Huntington Money Market Fund

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waive all or a portion of its advisory fee and/or reimburse operating expenses of the Fund and noted that the Fund’s combined net advisory fee and gross administrative fee, and the total expenses were below the median of its peer group. The Board took into account management’s discussion of the Fund’s performance, including the impact of market conditions on the Fund’s performance, and management’s plans with respect to the Fund.

Huntington Mortgage Securities Fund

Among other data considered, the Board noted that the Fund outperformed its benchmark for the one-year period ended June 30, 2011, and underperformed its benchmark for the three-year period ended the same date. The Fund outperformed its Lipper peer group for the one-year period ended June 30, 2011, and underperformed its Lipper peer group for the three-year period ended the same date. The Board also noted that the Fund’s combined net advisory fee and gross administrative fee, and the total expenses were above the median of its peer group. The Board took into account management’s discussion of the Fund’s performance, including the impact of market conditions on the Fund’s performance, and management’s plans with respect to the Fund.

Huntington New Economy Fund

Among other data considered, the Board noted that the Fund underperformed its benchmark for the one-, three-, five- and ten-year periods ended June 30, 2011. The Fund underperformed it’s Lipper peer group for the one- and three-year periods ended June 30, 2011. The Board also noted that the Fund’s combined net advisory fee and gross administrative fee, and the total expenses were above the median of its peer group. The Board took into account management’s discussion of the Fund’s performance, including the impact of market conditions on the Fund’s performance, and management’s plans with respect to the Fund.

Huntington Ohio Municipal Money Market Fund

Among other data considered, the Board noted that the Fund underperformed its Lipper peer group for the one- and three-year periods ended June 30, 2011. The Board took into consideration the Advisor’s agreement to waive all or a portion of its advisory fee and/or reimburse operating expenses of the Fund and noted that the Fund’s combined net advisory fee and gross administrative fee was above the median of its peer group, and the Fund’s total expenses were equal to the median of its peer group. The Board took into account management’s discussion of the Fund’s performance, including the impact of market conditions on the Fund’s performance, and management’s plans with respect to the Fund.

Huntington Ohio Tax-Free Fund

Among other data considered, the Board noted that the Fund underperformed its benchmark for the one-, three-, five- and ten-year periods ended June 30, 2011. The Fund outperformed its Lipper peer group for the one- and three-year periods ended June 30, 2011. The Board also noted that the Fund’s combined net advisory fee and gross administrative fee, and the total expenses were above the median of its peer group. The Board took into account management’s discussion of the Fund’s performance, including the impact of market conditions on the Fund’s performance, and management’s plans with respect to the Fund.

Huntington Real Strategies Fund

Among other data considered, the Board noted that the Fund outperformed its benchmark for the one- and three-year periods ended June 30, 2011. The Fund outperformed its Lipper peer group for the one-year period ended June 30, 2011, but it underperformed its Lipper peer group for the three-year period ended the same date. The Board also noted that the Fund’s combined net advisory fee and gross administrative fee was above the median of its peer group. The Fund’s total expenses were below the median of its peer group. The Board took into account management’s discussion of the Fund’s performance, including the impact of market conditions on the Fund’s performance, and management’s plans with respect to the Fund.

Huntington Rotating Markets Fund

Among other data considered, the Board noted that the Fund underperformed its benchmark for the one-, three- and five-year periods ended June 30, 2011, and outperformed its benchmark for the ten-year period ended the

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Investment Contract Review Disclosure (Continued)

same date. The Fund underperformed its Lipper peer group for the one- and three-year periods ended June 30, 2011. The Board also noted that the Fund’s combined net advisory fee and gross administrative fee, and the total expenses were below the median of its peer group. The Board took into account management’s discussion of the Fund’s performance, including the impact of market conditions on the Fund’s performance, and management’s plans with respect to the Fund.

Huntington Short/Intermediate Fixed Income Securities Fund

Among other data considered, the Board noted that the Fund underperformed its benchmark for the one-, three- and five-year periods ended June 30, 2011. The Fund underperformed its Lipper peer group for the one- and three-year periods ended June 30, 2011. The Board also noted that the Fund’s combined net advisory fee and gross administrative fee, and the total expenses were above the median of its peer group. The Board took into account management’s discussion of the Fund’s performance, including the impact of market conditions on the Fund’s performance, and management’s plans with respect to the Fund.

Huntington Situs Fund

Among other data considered, the Board noted that the Fund outperformed its benchmark for the one- and five-year periods ended June 30, 2011, but underperformed its benchmark for the three-year period ended the same date. The Fund outperformed its Lipper peer group for the one-year period ended June 30, 2011, and underperformed its Lipper peer group for the three-year period ended the same date. The Board also noted that the Fund’s combined net advisory fee and gross administrative fee, and the total expenses were above the median of its peer group.

Huntington Technical Opportunities Fund

Among other data considered, the Board noted that the Fund underperformed its benchmark and its Lipper peer group for the one-year and three-year periods ended June 30, 2011. The Board also noted that the Fund’s combined net advisory fee and gross administrative fee, and the total expenses were above the median of its peer group. The Board took into account management’s discussion of the Fund’s performance, including the impact of market conditions on the Fund’s performance, and management’s plans with respect to the Fund.

Huntington U.S. Treasury Money Market Fund

Among other data considered, the Board noted that the Fund performed at its Lipper peer group for the one-year period ended June 30, 2011. The Fund underperformed its Lipper peer group for the three year period ended June 30, 2011. The Board took into consideration the Advisor’s agreement to waive all or a portion of its advisory fee and/or reimburse operating expenses of the Fund and noted that the Fund’s combined net advisory fee and gross administrative fee, and the total expenses were below the median of its peer group. The Board took into account management’s discussion of the Fund’s performance, including the impact of market conditions on the Fund’s performance, and management’s plans with respect to the Fund.

Huntington Tax-Free Money Market Fund

Among other data considered, the Board noted that the Fund performed at its Lipper peer group for the one-year period ended June 30, 2011. The Fund underperformed its Lipper peer group for the three year period ended June 30, 2011. The Board took into consideration the Advisor’s agreement to waive all or a portion of its advisory fee and/or reimburse operating expenses of the Fund and noted that the Fund’s combined net advisory fee and gross administrative fee, and the total expenses were above the median of its peer group. The Board took into account management’s discussion of the Fund’s performance, including the impact of market conditions on the Fund’s performance, and management’s plans with respect to the Fund.

Huntington Balanced Allocation Fund

Among other data considered, the Board noted that the Fund underperformed its benchmark for the one-year period ended June 30, 2011. The Fund underperformed its Lipper peer group for the one-year period ended

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June 30, 2011. The Board took into consideration the Advisor’s agreement to waive all or a portion of its advisory fee for the Fund and noted that the Fund’s combined net advisory fee and gross administrative fee, and the total expenses were below the median of its peer group.

Huntington Growth Allocation Fund

Among other data considered, the Board noted that the Fund underperformed its benchmark for the one-year period ended June 30, 2011. The Fund outperformed its Lipper peer group for the one-year period ended June 30, 2011. The Board took into consideration the Advisor’s agreement to waive all or a portion of its advisory fee for the Fund and noted that the Fund’s combined net advisory fee, and the total expenses and gross administrative fee were below the median of its peer group.

Huntington Conservative Allocation Fund

Among other data considered, the Board noted that the Fund outperformed its benchmark for the one-year period ended June 30, 2011. The Fund underperformed its Lipper peer group for the one-year period ended June 30, 2011. The Board took into consideration the Advisor’s agreement to waive all or a portion of its advisory fee for the Fund and noted that the Fund’s combined net advisory fee, and the total expenses and gross administrative fee were below the median of its peer group.

Annual Shareholder Report

178

Supplemental Information (Unaudited)

Shareholder Expense Examples

Fund Expenses—As a shareholder of a Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions; and (2) ongoing costs, including management fees, distribution and service fees; and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000.00 invested at the beginning of the period and held for the entire six-month period from July 1, 2011 to December 31, 2011.

Actual Expenses—The “Actual” lines of the table provide information about actual account values and actual expenses. You may use the information on this line for the class of shares you hold, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600.00 account value divided by $1,000.00 = 8.60), then multiply the result by the number in the “Actual” line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes—The “Hypothetical” lines of the table provide information about hypothetical account values and hypothetical expenses based on the Funds’ actual expense ratios for each class of shares and an assumed rate of return of 5% per year before expenses, which are not the Funds’ actual returns. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Funds and other funds. To do so, compare the 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the “Hypothetical” lines of the table are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Beginning
Account

Value,
July 1, 2011

Ending
Account Value,
December 31, 2011

Expenses
Paid During
Period(1)

Annualized
Expense
Ratio

Tax-Free Money Market Fund

Trust Shares

Actual

1,000.00

1.16

0.23

Hypothetical (2)

1,000.00

1,024.05

1.17

0.23

Class A Shares

Actual

1,000.00

1.16

0.23

Hypothetical (2)

1,000.00

1,024.05

1.17

0.23

Money Market Fund

Trust Shares

Actual

1,000.00

1.01

0.20

Hypothetical (2)

1,000.00

1,024.20

1.02

0.20

Class A Shares

Actual

1,000.00

1.03

0.20

Hypothetical (2)

1,000.00

1,024.17

1.05

0.20

Interfund

Actual

1,000.00

1.03

0.20

Hypothetical (2)

1,000.00

1,024.17

1.04

0.20

Ohio Municipal Money Market Fund

Trust Shares

Actual

1,000.00

1.17

0.23

Hypothetical (2)

1,000.00

1,024.04

1.18

0.23

Class A Shares

Actual

1,000.00

1.15

0.23

Hypothetical (2)

1,000.00

1,024.06

1.16

0.23

U.S. Treasury Money Market Fund

Trust Shares

Actual

1,000.00

1,000.10

0.18

0.04

Hypothetical (2)

1,000.00

1,025.03

0.18

0.04

Class A Shares

Actual

1,000.00

1,000.10

0.18

0.04

Hypothetical (2)

1,000.00

1,025.03

0.18

0.04

Annual Shareholder Report

179

Beginning
Account

Value,
July 1, 2011

Ending
Account Value,
December 31, 2011

Expenses
Paid During
Period(1)

Annualized
Expense
Ratio

Disciplined Equity Fund

Trust Shares

Actual*

1,000.00

985.00

4.99

1.20

Hypothetical (2)

1,000.00

1,019.16

6.11

1.20

Class A Shares

Actual*

1,000.00

982.70

6.03

1.45

Hypothetical (2)

1,000.00

1,017.90

7.37

1.45

Dividend Capture Fund

Trust Shares

Actual

1,000.00

992.00

6.88

1.37

Hypothetical (2)

1,000.00

1,018.30

6.97

1.37

Class A Shares

Actual

1,000.00

989.70

8.13

1.62

Hypothetical (2)

1,000.00

1,017.04

8.24

1.62

Global Select Markets Fund

Trust Shares

Actual

1,000.00

813.40

8.42

1.84

Hypothetical (2)

1,000.00

1,015.92

9.36

1.84

Class A Shares

Actual

1,000.00

812.80

9.95

2.18

Hypothetical (2)

1,000.00

1,014.23

11.05

2.18

Growth Fund

Trust Shares

Actual

1,000.00

942.60

5.82

1.19

Hypothetical (2)

1,000.00

1,019.21

6.05

1.19

Class A Shares

Actual

1,000.00

941.60

7.05

1.44

Hypothetical (2)

1,000.00

1,017.95

7.32

1.44

Income Equity Fund

Trust Shares

Actual

1,000.00

978.40

5.94

1.19

Hypothetical (2)

1,000.00

1,019.20

6.06

1.19

Class A Shares

Actual

1,000.00

976.70

7.18

1.44

Hypothetical (2)

1,000.00

1,017.94

7.33

1.44

International Equity Fund

Trust Shares

Actual

1,000.00

850.60

7.30

1.56

Hypothetical (2)

1,000.00

1,017.32

7.95

1.56

Class A Shares

Actual

1,000.00

849.10

8.45

1.81

Hypothetical (2)

1,000.00

1,016.06

9.22

1.81

Macro 100 Fund

Trust Shares

Actual

1,000.00

948.20

7.07

1.44

Hypothetical (2)

1,000.00

1,017.95

7.32

1.44

Class A Shares

Actual

1,000.00

946.60

8.31

1.69

Hypothetical (2)

1,000.00

1,016.67

8.61

1.69

Mid Corp America Fund

Trust Shares

Actual

1,000.00

909.40

6.45

1.34

Hypothetical (2)

1,000.00

1,018.45

6.81

1.34

Class A Shares

Actual

1,000.00

908.80

7.65

1.59

Hypothetical (2)

1,000.00

1,017.19

8.08

1.59

New Economy Fund

Trust Shares

Actual

1,000.00

821.00

7.29

1.59

Hypothetical (2)

1,000.00

1,017.20

8.07

1.59

Class A Shares

Actual

1,000.00

820.50

8.44

1.84

Hypothetical (2)

1,000.00

1,015.93

9.35

1.84

Annual Shareholder Report

180

Beginning
Account

Value,
July 1, 2011

Ending
Account Value,
December 31, 2011

Expenses
Paid During
Period(1)

Annualized
Expense
Ratio

Real Strategies Fund

Trust Shares

Actual

1,000.00

882.60

6.37

1.34

Hypothetical (2)

1,000.00

1,018.44

6.83

1.34

Class A Shares

Actual

1,000.00

881.40

7.55

1.59

Hypothetical (2)

1,000.00

1,017.18

8.09

1.59

Rotating Markets Fund

Trust Shares

Actual

1,000.00

990.00

6.00

1.20

Hypothetical (2)

��

1,000.00

1,019.17

6.09

1.20

Class A Shares

Actual

1,000.00

988.30

7.25

1.45

Hypothetical (2)

1,000.00

1,017.91

7.36

1.45

Situs Fund

Trust Shares

Actual

1,000.00

906.30

6.38

1.33

Hypothetical (2)

1,000.00

1,018.51

6.76

1.33

Class A Shares

Actual

1,000.00

905.00

7.58

1.58

Hypothetical (2)

1,000.00

1,017.25

8.02

1.58

Technical Opportunites Fund

Trust Shares

Actual

1,000.00

856.60

7.82

1.67

Hypothetical (2)

1,000.00

1,016.79

8.49

1.67

Class A Shares

Actual

1,000.00

855.60

8.98

1.92

Hypothetical (2)

1,000.00

1,015.53

9.75

1.92

Fixed Income Securities Fund

Trust Shares

Actual

1,000.00

1,040.70

5.37

1.04

Hypothetical (2)

1,000.00

1,019.94

5.31

1.04

Class A Shares

Actual

1,000.00

1,039.40

6.63

1.29

Hypothetical (2)

1,000.00

1,018.70

6.56

1.29

Intermediate Government Income Fund

Trust Shares

Actual

1,000.00

1,033.00

5.52

1.08

Hypothetical (2)

1,000.00

1,019.77

5.49

1.08

Class A Shares

Actual

1,000.00

1,030.80

6.79

1.33

Hypothetical (2)

1,000.00

1,018.52

6.75

1.33

Mortgage Securities Fund

Trust Shares

Actual

1,000.00

1,021.10

5.64

1.11

Hypothetical (2)

1,000.00

1,019.62

5.64

1.11

Class A Shares

Actual

1,000.00

1,019.70

6.91

1.36

Hypothetical (2)

1,000.00

1,018.36

6.91

1.36

Ohio Tax-Free Fund

Trust Shares

Actual

1,000.00

1,045.70

6.26

1.21

Hypothetical (2)

1,000.00

1,019.08

6.18

1.21

Class A Shares

Actual

1,000.00

1,044.40

7.54

1.46

Hypothetical (2)

1,000.00

1,017.83

7.44

1.46

Short/Intermediate Fixed Income Securities Fund

Trust Shares

Actual

1,000.00

1,006.90

5.36

1.06

Hypothetical (2)

1,000.00

1,019.86

5.40

1.06

Class A Shares

Actual

1,000.00

1,006.10

6.62

1.31

Hypothetical (2)

1,000.00

1,018.60

6.66

1.31

Annual Shareholder Report

181

Beginning
Account

Value,
July 1, 2011

Ending
Account Value,
December 31, 2011

Expenses
Paid During
Period(1)

Annualized
Expense
Ratio

Balanced Allocation Fund

Class A Shares

Actual

1,000.00

960.80

3.13

0.63

Hypothetical (2)

1,000.00

1,022.01

3.23

0.63

Conservative Allocation Fund

Class A Shares

Actual

1,000.00

1,000.40

3.47

0.69

Hypothetical (2)

1,000.00

1,021.73

3.51

0.69

Growth Allocation Fund

Class A Shares

Actual

1,000.00

939.80

2.92

0.60

Hypothetical (2)

1,000.00

1,022.20

3.04

0.60

(1)

Expenses are equal to the Fund’s annualized expense ratios, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). The annualized expense ratios reflect reimbursement of expenses by the Funds’ Adviser for the period beginning July 1, 2011 through December 31, 2011. The “Financial Highlights” tables in the Funds’ financial statements, included in the report, also show the gross expense ratios, without such reimbursements.

(2)

Hypothetical assumes 5% annual return before expenses.

*	Information show reflects values using the expense ratio for the period August 1, 2011 (date of commencement of operations) to December 31, 2011.

Annual Shareholder Report

182

VOTING PROXIES ON FUND PORTFOLIO SECURITIES

A copy of the policies and procedures that the Funds use to determine how to vote proxies relating to securities held in the Funds’ portfolios, as well as a record of how the Funds voted any such proxies during the most recent 12-month period ended June 30, is available without charge and upon request by calling 1-800-253-0412 or at www.huntingtonfunds.com. This information is also available from the EDGAR database on the SEC’s website at www.sec.gov.

QUARTERLY PORTFOLIO SCHEDULE

The Funds file with the SEC a complete schedule of their portfolio holdings, as of the close of the first and third quarters of their fiscal year, on “Form N-Q.” These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (call 1-202-551-8090 for information on the operation of the Public Reference Room.) You may also access this information at www.huntingtonfunds.com by selecting “Form N-Q”.

The Huntington National Bank, a subsidiary of Huntington Bancshares, Inc., is the Administrator and Custodian of The Huntington Funds. Huntington Asset Services, Inc. serves as the Sub-Administrator and Sub-Fund Accountant and is affiliated with the Huntington National Bank. Additionally, Brown Brothers Harriman & Co. is the Sub-Custodian of certain of the Funds. Huntington Asset Advisors, Inc., a subsidiary of the Huntington National Bank, serves as Investment Advisor to the Funds. Unified Financial Securities, Inc. serves as the Distributor of The Huntington Funds and is affiliated with the Huntington National Bank.

Mutual funds, including money market funds, are not bank deposits or obligations, are not guaranteed by any bank, and are not insured or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other government agency. Investment in mutual funds involves investment risk, including the possible loss of principal. Although money market funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Funds.

This report is authorized for distribution to prospective investors only when preceded or accompanied by a prospectus which contains facts concerning the Funds’ objectives and policies, management fees, expenses and other information.


Cusip 446327595		Cusip 446327603
Cusip 446327579		Cusip 446327108
Cusip 446327298		Cusip 446327207
Cusip 446327272		Cusip 446327496
Cusip 446327520		Cusip 446327306
Cusip 446327538		Cusip 446327405
Cusip 446327488		Cusip 446327702
Cusip 446327462		Cusip 446327801
Cusip 446327199		Cusip 44632P306
Cusip 446327173		Cusip 44632P405
Cusip 446327777		Cusip 446327660
Cusip 446327769		Cusip 446327645
Cusip 446327736		Cusip 446327124
Cusip 446327728		Cusip 446327116
Cusip 446327843		Cusip 446327884
Cusip 446327835		Cusip 446327876
Cusip 446327827		Cusip 446327868
Cusip 446327819		Cusip 446327850
Cusip 446327413		Cusip 446327637
Cusip 446327744		Cusip 446327611
Cusip 446327157		Cusip 446327330
Cusip 446327140		Cusip 446327314
Cusip 446327132		Cusip 446327561
Cusip 446327504		Cusip 446327546

Huntington Funds Shareholder Services: 1-800-253-0412

LOGO

27057 (2/12)

LOGO

Annual Shareholder Report

Balanced Fund

Huntington VA Balanced Fund

Equity Funds

Huntington VA Dividend Capture Fund

Huntington VA Growth Fund

Huntington VA Income Equity Fund

Huntington VA International Equity Fund

Huntington VA Macro 100 Fund

Huntington VA Mid Corp America Fund

Huntington VA New Economy Fund

Huntington VA Real Strategies Fund

Huntington VA Rotating Markets Fund

Huntington VA Situs Fund

Income Funds

Huntington VA Mortgage Securities Fund

DECEMBER 31, 2011

Huntington

VA Balanced Fund

Management’s Discussion of Fund Performance

Investment Advisor: Kristi Abbey

Huntington Asset Advisors, Inc.

LOGO


	Average Annual Total Returns for the Period Ended 12/31/11
1 Year		1.75	%
3 Year		9.77	%
Start of Performance (11/10/08)		10.24	%


	Expense Ratios
Gross		1.33	%
With Contractual Waivers		0.10	%

Huntington Asset Advisors, Inc. (the “Advisor”) has contractually agreed to waive all or a portion of its investment advisory fee (based on average daily net assets) and/or reimburse certain operating expenses of the Fund to the extent necessary in order to limit the Fund’s total annual fund operating expenses (after the fee waivers and/or expense reimbursements, and exclusive of acquired fund fees and expenses, brokerage costs, interest, taxes and dividends, and extraordinary expenses) to not more than 0.10% of the Fund’s daily net assets through April 30, 2012.

The graph above illustrates the hypothetical investment of $10,000* in the Huntington VA Balanced Fund from November 10, 2008 (inception) to December 31, 2011, compared to the S&P 500 and Balanced Indices Blend.

*	The Fund’s performance assumes the reinvestment of all dividends and distributions. The S&P 500 and Balanced Indices Blend have been adjusted to reflect reinvestment of dividends on securities in the indices.

Outlook and Huntington Hartford Leaders Outlook variable annuity contracts, Transamerica Life Insurance Company’s separate accounts in connection with the Huntington Allstar Select variable annuity contract, and to the separate accounts of Lincoln Insurance Company, Nationwide Life and Annuity Insurance Company, Nationwide Life Insurance Company and Sun Life Assurance Company of Canada (U.S.). Variable investment options are not obligations of or guaranteed by any bank and are not federally insured.

For the fiscal year ended December 31, 2011, the Huntington VA Balanced Fund produced a total return of 1.75%. The Fund underperformed its benchmark, the Standard & Poor’s 500 Index (“S&P 500”)¹, which had a total return of 2.11% for the same period. With respect to equity securities, large cap stocks had the best performance as represented by the S&P 500, while the Standard and Poor’s MidCap 400 Index (“S&P 400”) declined -1.73% and the Standard & Poor’s SmallCap 600 Index (“S&P 600”) rose only 1.02%, both underperforming the S&P 500. Because of the Fund’s 40% exposure to fixed income securities, the Fund underperformed its benchmark index, which is comprised entirely of equity securities. The Fund also underperformed the Balanced Indices Blend² total return of 4.40%.

The VA Balanced Fund is a fund of funds³, which invests solely in the shares of other underlying funds consisting of Huntington VA Funds and Huntington Funds. The Fund’s assets are allocated approximately 60% equity and 40% fixed income.

Relative to the Fund’s benchmark total return of 2.11%, the underlying funds which contributed positive performance for the year ended December 31, 2011, included the following funds: VA Dividend Capture Fund (7.07%), VA Income Equity Fund (7.06%), Huntington Fixed Income Securities Fund Trust Shares (6.26%), and VA Mortgage Securities Fund (5.30%). Underlying funds detracting from performance included: VA New Economy Fund (-12.73%),VA International Equity Fund (-11.55%), VA Growth Fund (-2.93%), VA Mid Corp America Fund (-2.77%), VA Macro 100 Fund (-1.33%) and VA Situs Fund (-0.91%).

pThe	composition of the Fund’s holdings is subject to change.

The Balanced Indices Blend is a custom, blended index comprised of 60% S&P 500 and 40% Barclays Capital U.S. Aggregate Bond Index. This custom, blended index and its weightings are reflective of the Fund’s equity/fixed income allocation. The S&P 500 Index is composed of 500 widely held common stocks. The Barclays Capital U.S. Aggregate Bond Index includes U.S. government, corporate and mortgage-backed securities with maturities up to 30 years. It is not possible to invest directly in an index.

3	Because the Fund invests in other funds, the Fund is a shareholder of those underlying funds and indirectly bears its proportionate share of the operating expenses, including management fees, of the underlying funds.


		1

H U N T I N G T O N F U N D S

Huntington

VA Dividend Capture Fund

Management’s Discussion of Fund Performance

Portfolio Manager: Kirk Mentzer, MBA,

Director of Research

Huntington Asset Advisors, Inc.

LOGO


	Average Annual Total Returns for the Period Ended 12/31/11
1 Year		7.07	%
3 Year		15.53	%
5 Year		0.81	%
10 Year		5.66	%


Expense Ratio
	0.98	%

The graph above illustrates the hypothetical investment of $10,000* in the Huntington VA Dividend Capture Fund from December 31, 2001 to December 31, 2011, compared to the S&P 500 and DCIB.

The performance information does not include the charges and expenses imposed by the insurance company separate accounts or charges and expenses under the variable insurance product contracts. The inclusion of such charges would lower performance. Please refer to the variable insurance product prospectus for a complete listing of these expenses. The above expense ratio is from the Fund’s prospectus dated May 2, 2011. Additional information pertaining to the Fund’s expense ratio as of December 31, 2011 can be found in the financial highlights. For the fiscal year ended December 31, 2011, Fund shares were available exclusively as a funding vehicle for Hartford Life Insurance Company’s separate accounts in connection with the Huntington Director, Huntington Director Outlook and Huntington Hartford Leaders Outlook variable annuity contracts, Transamerica Life Insurance Company’s separate accounts in connection with the Huntington Allstar Select variable annuity contract, and to the separate accounts of Lincoln Insurance Company, Nationwide Life and Annuity Insurance Company, Nationwide Life Insurance Company and Sun Life Assurance Company of Canada (U.S.). Variable investment options are not obligations of or guaranteed by any bank and are not federally insured.

*	The Fund’s performance assumes the reinvestment of all dividends and distributions. The S&P 500 and DCIB have been adjusted to reflect reinvestment of dividends on securities in the indices.

For the fiscal year ended December 31, 2011, the Huntington VA Dividend Capture Fund produced a total return of 7.07% based on net asset value. This performance was better than both the total return of 2.11% for the Fund’s benchmark, the Standard & Poor’s 500 Index (“S&P 500”)¹, and the total return of 3.11% for the Dividend Capture Indices Blend (“DCIB”)².

Value-style common stocks: A massive “flight to quality” fully describes market action in the markets for 2011. Our measure of high quality stocks gained +0.18% while the lowest quality names fell -18.6%. Overall, the S&P 500 ended 2011 exactly where it began, at 1257, despite considerable market volatility. Higher quality, large capitalization companies in defensive sectors were the best performers for the year. Income was an important consideration for returns and investor preference because all of the +2.11% return for 2011 came from dividends. The Fund’s common stock total return for 2011 was +7.89%, compared to the S&P 500 value of -0.48%.

Real Estate Investment Trusts (REIT)*: Real Estate Investment Trusts were the best performing asset class for the Fund in 2011. The Fund’s REIT holdings produced a total return of +9.67% which compared favorably to the benchmark NAREIT index total return of +8.28%.

Preferred Stock**: Preferred stocks generally lagged the corporate bond market, but outperformed common stocks with a +4.11% total return for 2011. Treasury yields fell across all maturities, with intermediate and longer-term bond yields declining by 1.25% on average. In terms of sector performance, corporate bonds fell far short of Treasury returns by -4.15%.

The three holdings that had the largest positive contribution to the Fund’s performance were Exxon Mobil Corp., Chevron Corp. and Eli Lilly & Co. These three holdings added 1.49% to the Fund’s return. The three holdings that had the largest negative contribution to the Fund’s performance were Murphy Oil Corp. (sold), Federated Investors Inc. and Southern Copper Corp. These three holdings reduced the Fund’s return by -1.38%.

p	The composition of the Fund’s holdings is subject to change.

The DCIB is a custom, blended index comprised of the following three indices with their noted respective weightings: S&P 500 Value Index (40%), Merrill Lynch Fixed Rate Preferred Securities Index (40%) and NAREIT Index (20%). This custom, blended index and its respective weightings are reflective of the Fund’s sector diversification. Indices are unmanaged and, unlike the Fund, are not affected by cashflows. It is not possible to invest directly in an Index.

*	REIT returns represented by the NAREIT Index.

**	Preferred returns represented by Merrill Lynch Fixed Rate Preferred Securities Stock Index.


		2

Huntington

VA Growth Fund

Management’s Discussion of Fund Performance

Portfolio Manager: Herb Chen, MBA

Senior Vice President Huntington Asset Advisors, Inc.

LOGO


	Average Annual Total Returns for the Period Ended 12/31/11
1 Year		-2.93	%
3 Year		7.29	%
5 Year		-2.53	%
10 Year		-0.73	%


Expense Ratio
	1.05	%

The graph above illustrates the hypothetical investment of $10,000* in the Huntington VA Growth Fund from December 31, 2001 to December 31, 2011, compared to the S&P 500 GI and S&P 500.

The performance information does not include the charges and expenses imposed by the insurance company separate accounts or charges and expenses under the variable insurance product contracts. The inclusion of such charges would lower performance. Please refer to the variable insurance product prospectus for a complete listing of these expenses. The above expense ratio is from the Fund’s prospectus dated May 2, 2011). Additional information pertaining to the Fund’s expense ratio as of December 31, 2011 can be found in the financial highlights. For the fiscal year ended December 31, 2011, Fund shares were available exclusively as a funding vehicle for Hartford Life Insurance Company’s separate accounts in connection with the Huntington Director, Huntington Director Outlook and Huntington Hartford Leaders Outlook variable annuity contracts, Transamerica Life Insurance Company’s separate accounts in connection with the Huntington Allstar Select variable annuity contract, and to the separate accounts of Lincoln Insurance Company, Nationwide Life and Annuity Insurance Company, Nationwide Life Insurance Company and Sun Life Assurance Company of Canada (U.S.). Variable investment options are not obligations of or guaranteed by any bank and are not federally insured.

*	The Fund’s performance assumes the reinvestment of all dividends and distributions. The S&P 500 GI and S&P 500 have been adjusted to reflect reinvestment of dividends on securities in the indices.

For the fiscal year ended December 31, 2011, the Huntington VA Growth Fund produced a total return of -2.93% based on net asset value. This performance was less than the total return of 4.65% for the Fund’s benchmark, the Standard & Poor’s 500 Growth Index (“S&P 500 GI”)¹. The Standard & Poor’s 500 Index (“S&P 500”)² returned 2.11% for the same period.

The Fund is designed to provide investors with portfolios of medium-to-large sized companies with potential for above-average growth. A top-down investment strategy is followed, using qualitative, quantitative and technical analysis to evaluate the potential growth of companies in each industry. The stock selection process is also based on relative price to earnings growth methodology.

pThe	composition of the Fund’s holdings is subject to change.

The S&P 500 is a capitalization-weighted index comprised of 500 stocks and designed to measure performance of the board domestic economy through changes in the aggregate market value of 500 stocks representing all major industries. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.


		3

H U N T I N G T O N F U N D S

Huntington

VA Income Equity Fund

Management’s Discussion of Fund Performance

Portfolio Manager: Craig J. Hardy, CFA, MBA

Vice President Huntington Asset Advisors, Inc.

LOGO


	Average Annual Total Returns for the Period Ended 12/31/11
1 Year		7.06	%
3 Year		13.33	%
5 Year		-1.80	%
10 Year		2.53	%


Expense Ratio
	1.00	%

The graph above illustrates the hypothetical investment of $10,000* in the Huntington VA Income Equity Fund from December 31, 2001 to December 31, 2011, compared to the S&P 500 VI and the S&P 500.

*	The Fund’s performance assumes the reinvestment of all dividends and distributions. The S&P 500 and S&P 500 VI have been adjusted to reflect reinvestment of all dividends on securities in the indices.

For the fiscal year ended December 31, 2011, the total return for the Huntington VA Income Equity Fund was 7.06% based on net asset value. This return compares with a total return of -0.48% for the Standard & Poor’s 500 Value Index (“S&P 500 VI”)¹, the Fund’s benchmark. The Standard & Poor’s 500 Index (“S&P 500”)² returned 2.11% for the same period.

The sectors that contributed most positively to the performance of the Fund during the year were utilities, energy and health care. During a year of generally flat stock market returns, these three sectors provided a degree of earnings stability and lesser economic sensitivity that helped generate higher returns than some of the more cyclical sectors. The sectors that most negatively impacted the Fund’s performance during the reporting period were information technology, telecommunications and materials. These sectors were negatively affected by a slowly growing economic environment and economic cyclicality. The stocks that contributed most positively to the performance of the Fund during the year were H&R Block, Inc., Philip Morris International, Inc. and Marathon Oil Corp. The stocks that most negatively impacted Fund performance during the year were Seagate Technology PLC, HSBC Holdings PLC and Frontier Communications Corp. In general, the sale of covered calls as a hedging technique added to the performance of the Fund.

pThe	composition of the Fund’s holdings is subject to change.


		4

Huntington

VA International Equity Fund

Management’s Discussion of Fund Performance

Portfolio Manager: Madelynn M. Matlock, CFA, MBA

Director of International Investments

Senior Vice President Huntington Asset Advisors, Inc.

LOGO


	Average Annual Total Returns for the Period Ended 12/31/11
1 Year		-11.55	%
3 Year		8.83	%
5 Year		-2.71	%
Start of Performance (5/3/04)		4.54	%


Expense Ratio
	1.16	%

The graph above illustrates the hypothetical investment of $10,000* in the Huntington VA International Equity Fund from May 3, 2004 (inception) to December 31, 2011, compared to the MSCI-EAFE.

*	The Fund’s performance assumes the reinvestment of all dividends and distributions. The MSCI-EAFE has been adjusted to reflect reinvestment of all dividends on securities in the index.

For the fiscal year ended December 31, 2011, the Huntington VA International Equity Fund produced a total return of -11.55% based on net asset value. The Fund outperformed the total return of -12.14% for the Morgan Stanley Capital International Europe, Australasia and Far East Index (“MSCI-EAFE”)¹, the Fund’s benchmark index.

The Fund’s outperformance relative to the MSCI-EAFE was influenced by three main factors: (1) its allocation to sectors and currency, (2) exposure to economic factors such as global interest rates, and (3) the selection of particular securities, which was the most beneficial factor contributing to Fund performance. Overall, sector weightings did not contribute to positive relative performance for the year. The portfolio had a positive impact from its weighting in materials stocks, which were strong contributors to index performance. This was partially offset by an above-index weighting in industrial and technology stocks, which did not add value.

The best contributors to overall return were stocks with less economic growth exposure and generous dividends, including BCE (based in Canada), Pearson PLC, GlaxoSmithKline PLC and Royal Dutch Shell PLC (based in the UK), and ACE Ltd. (based in Switzerland). Stocks that detracted from relative performance included BNP Paribas (a bank based in France) and Wharf, Ltd. (a Hong Kong real estate company). Sony Corp. (a Japanese electronics maker) and the Volvo AB (a Swedish truck builder) were also relatively negative. The currency exposure of the portfolio added to the Fund’s relative performance, mainly due to an underweight in the Euro, along with exposure to the UK pound and the Australian dollar that was below the benchmark threshold.

Security selection had the most positive impact on relative performance. The stocks selected for the portfolio and their weighting were generally beneficial to the portfolio.

Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Performance for a variable investment option changes over time and current performance maybe lower or higher than what is stated. For current to the most recent month end performance, contact your insurance company. Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Performance for a variable investment option changes over time and current performance maybe lower or higher than what is stated. For current to the most recent month end performance, contact your insurance company.

pThe	composition of the Fund’s holdings is subject to change.

The MSCI-EAFE is a market capitalization-weighted equity index comprising 20 of the 48 countries in the MSCI universe and representing the developed world outside of North America. Each MSCI country index is created separately, then aggregated, without change, into regional MSCI indices. The index is unmanaged and, unlike the Fund, is not affected by cash flows. It is not possible to invest directly in an index.

International investing involves special risks including currency risk, increased volatility of foreign securities, political risks, and differences in auditing and other financial standards. Prices of emerging markets securities can be significantly more volatile than the prices of securities in developed countries and currency risk and political risks are accentuated in emerging markets.


		5

H U N T I N G T O N F U N D S

Huntington

VA Macro 100 Fund

Management’s Discussion of Fund Performance

Portfolio Manager: Andrew Hagedorn,

Vice President and Senior Portfolio Manager

Huntington Asset Advisors, Inc.

LOGO


	Average Annual Total Returns for the Period Ended 12/31/11
1 Year		-1.33	%
3 Year		11.12	%
5 Year		-2.49	%
Start of Performance (5/3/04)		1.33	%


Expense Ratio
	1.20	%

The graph above illustrates the hypothetical investment of $10,000* in the Huntington VA Macro 100 Fund from May 3, 2004 (inception) to December 31, 2011, compared to the S&P 500.

*	The Fund’s performance assumes the reinvestment of all dividends and distributions. The S&P 500 has been adjusted to reflect reinvestment of all dividends on securities in the index.

For the fiscal year ended December 31, 2011, the Huntington VA Macro 100 Fund produced total returns of -1.33% based on net asset value. The Fund underperformed its benchmark index, the Standard & Poor’s 500 Index (“S&P 500”)¹, which had a total return of 2.11%.

The Fund’s underperformance relative to the S&P 500 was, in large part, due to the asset allocation of the Fund throughout a volatile market period, rather than the individual companies owned. The Fund’s strategy is to focus on macroeconomic themes that we believe will impact the companies within the S&P 500 over the next twelve to eighteen months and to invest in the one hundred companies best positioned to take advantage of those themes. As a result of this strategy, the Fund had a heavier than usual cash balance for the first half of 2011, topping out at around 20% in June. In July, there was a manager change and a decision was made to reduce the Fund’s cash exposure from 20% to approximately 4% to closer reflect the asset allocation targets provided by the Investment Policy Committee. This higher than normal cash balance detracted from performance in the first half of the year, given the more favorable return environment for the S&P 500. In the first quarter, the Fund underperformed the S&P 500 return of 5.92% by 148 basis points. In the second quarter, the Fund underperformed the S&P 500 return of 0.10% by 74 basis points. In the third quarter, the Fund underperformed the S&P 500 return of -13.87% by 78 basis points. In the fourth quarter, the Fund underperformed the S&P 500 return of 11.82% by 41 basis points.

Despite the portfolio manager change which occurred in July of 2011, the Fund continued to integrate the quantitative macro-economic research provided by the consulting firm, Laffer Associates, Inc. (S&P 500 stocks are ranked according to the output of Laffer’s statistical models) with Huntington Asset Advisors’ recommended sector bias’. The combination of these two disciplines will continue to add value to the Fund.

The Macro-economic environment, both domestically and globally, had a significant impact on the portfolio once again this year. In the beginning of 2011, it appeared that economic stability was taking hold and a positive macroeconomic outlook helped to fuel the S&P 500’s return of 5.92% in the first quarter. Unfortunately, in the second quarter, the global economy was shaken by developments in Europe. The S&P 500 was not immune to the global disruption but was able to maintain a slight positive return for the quarter of 0.10%. The third quarter was a much different story for the S&P 500, as global sentiment and the situation in Europe worsened due to the debt concerns for both Greece and Italy. The S&P 500 could not escape the global market downturn and posted a -13.87% return. With some potential solutions in place for the European debt crisis and improving economic data in the U.S., the fourth quarter experienced a degree of economic recovery and the S&P 500 returned 11.82%. The Fund had a stronger fourth quarter at 41 basis points off the benchmark.

pThe	composition of the Fund’s holdings is subject to change.

Because the fund invests in a limited number of holdings, an increase or decrease in the value of a single security may have a greater impact on the fund’s net asset value and total return.


		6

Huntington

VA Mid Corp America Fund

Management’s Discussion of Fund Performance

Portfolio Manager: Christopher M. Rowane, CFA, MBA

Senior Vice President Huntington Asset Advisors, Inc.

LOGO


	Average Annual Total Returns for the Period Ended 12/31/11
1 Year		-2.77	%
3 Year		17.03	%
5 Year		1.29	%
10 Year		5.44	%


Expense Ratio
	1.04	%

The graph above illustrates the hypothetical investment of $10,000* in the Huntington VA Mid Corp America Fund from December 31, 2001 to December 31, 2011, compared to the S&P 400 and the LMCC.

*	The Fund’s performance assumes the reinvestment of all dividends and distributions. The S&P 400 and LMCC have been adjusted to reflect reinvestment of dividends on securities in the indices and average.

For the fiscal year ended December 31, 2011, the Huntington VA Mid Corp America Fund produced a total return of -2.77% based on net asset value, underperforming its benchmark by -1.04%. In the same period, the Fund’s benchmark, the Standard & Poor’s MidCap 400 Index (“S&P 400”)¹, produced a total return of -1.73%. The Lipper Mid Cap Core Average (“LMCC”)² returned -3.38% for the same time period, reflecting the Fund’s better than average performance against its peer group.

Both consumer and technology sectors had a positive impact on Fund performance; whereas, financials, healthcare, utilities and industrials had a negative impact on Fund performance and resulted in slight underperformance relative to the benchmark. The Fund benefited from multiple takeover targets.

pThe	composition of the Fund’s holdings is subject to change.

1	The S&P 400 is a capitalization weighted index comprised of common stocks representing all major industries in the mid-cap range of the U.S. stock market. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

2	LMCC figures represent the average of the total returns reported by all of the mutual funds designated by Lipper Inc. as falling in the category indicated. They do not reflect sales charges.

Mid-cap investing involves greater risk not associated with investing in more established companies, such as greater price volatility, business risk, less liquidity and increased competitive threat.


		7

H U N T I N G T O N F U N D S

Huntington

VA New Economy Fund

Management’s Discussion of Fund Performance

Portfolio Manager: Randy Hare

Vice President Huntington Asset Advisors, Inc.

LOGO


	Average Annual Total Returns for the Period Ended 12/31/11
1 Year		-12.73	%
3 Year		10.87	%
5 Year		-6.21	%
10 Year		2.03	%


Expense Ratio
	1.08	%

The graph above illustrates the hypothetical investment of $10,000* in the Huntington VA New Economy Fund from December 31, 2001 to December 31, 2011, compared to the the S&P 400 GI.

*	The Fund’s performance assumes the reinvestment of all dividends and distributions. The S&P 400 GI has been adjusted to reflect reinvestment of dividends on securities in the index.

For the fiscal year ended December 31, 2011, the Huntington VA New Economy Fund produced a total return of -12.73% based on net asset value. The Fund’s benchmark, the Standard & Poor’s MidCap 400 Growth Index (“S&P 400 GI”)¹ had a total return of -0.94%.

During the year, the Fund’s holdings remained invested in companies producing or benefiting from increased productivity trends. Trading activity was responsible for -7.44% of Fund performance relative to the benchmark, while portfolio structure had a negative impact of -4.35%. Portfolio structure can be explained by adding security characteristics (-5.18%), sector allocation (-1.32%) and security selection (2.15%).

The Fund’s performance relative to the benchmark was affected by both sector selection and individual stock selection. The consumer staples and materials sectors provided the largest sources of returns above the benchmark. The source for the largest underperformance relative to the benchmark was the stock selection in the health care sector. The remaining relative sector weights provided minimal contribution versus the Fund’s benchmark. The Fund’s sector selection process during 2011 continued to be driven by the sector strategy of Huntington Asset Advisors, Inc.

The three holdings that had the largest positive contribution to the Fund’s performance were Green Mountain Coffee Roasters, Inc. (sold), F5 Networks, Inc. and Acme Packet, Inc. (sold). These three holdings added 3.59% to the Fund’s return. The three holdings that had the largest negative contribution to the Fund’s performance were Basic Energy Services, Inc., Skyworks Solutions, Inc. and SINA Corp. These three holdings subtracted -3.21% from the Fund’s return.

pThe	composition of the Fund’s holdings is subject to change.

The S&P 400 GI is designed to provide a comprehensive measure of mid-cap U.S. equity “growth” performance. It is a float adjusted market capitalization-weighted index comprised of stocks representing approximately half the market capitalization of the S&P 400 that have been indentified as being on the growth end of the growth-value spectrum. Indices are unmanaged and, unlike the Fund, are not affected by cashflows. It is not possible to invest directly in an index.


		8

Huntington

VA Real Strategies Fund

Management’s Discussion of Fund Performance

Portfolio Manager: Peter Sorrentino, CFA

Vice President Huntington Asset Advisors, Inc.

LOGO


	Average Annual Total Return for the Period Ended 12/31/11
1 Year		-9.63	%
3 Year		14.15	%
Start of Performance (8/31/07)		-3.10	%


Expense Ratio
	1.75	%

The graph above illustrates the hypothetical investment of $10,000* in the Huntington VA Real Strategies Fund from August 31, 2007 (inception) to December 31, 2011, compared to the S&P GSCI, S&P 500 and RSIB.

The performance information does not include the charges and expenses imposed by the insurance company separate accounts or charges and expenses under the variable insurance product contracts. The inclusion of such charges would lower performance. Please refer to the variable insurance product prospectus for a complete listing of these expenses. The above expense ratios are from the Fund’s prospectus dated May 2, 2011. Additional information pertaining to the Fund’s expense ratio as of December 31, 2011 can be found in the financial highlights. For the fiscal year ended December 31, 2011, Fund shares were available exclusively as a funding vehicle for Hartford Life Insurance Company’s separate accounts in connection with the Huntington Director, Huntington Director Outlook and Huntington Hartford Leaders Outlook variable annuity contracts, Transamerica Life Insurance Company’s separate accounts in connection with the Huntington Allstar Select variable annuity contract, and to the separate accounts of Lincoln Insurance Company, Nationwide Life and Annuity Insurance Company, Nationwide Life Insurance Company and Sun Life Assurance Company of Canada (U.S.). Variable investment options are not obligations of or guaranteed by any bank and are not federally insured.

*	The Fund’s performance assumes the reinvestment of all dividends and distributions. The S&P GSCI, the S&P 500 and the RSIB have been adjusted to reflect reinvestment of dividends on securities in the indices.

For the fiscal year ended December 31, 2011, the Huntington VA Real Strategies Fund produced a total return -9.63% based upon net asset value. The Fund underperformed its benchmark, the S&P GSCI^® Index (“S&P GSCI”)¹, which had a total return of -1.18%. The Fund also underperformed the Standard & Poor’s 500 Index (“S&P 500”)², which returned 2.11%, and the Real Strategies Indices Blend (“RSIB”)³, which returned -0.47% for the same period.

Returns for the Fund’s coal and uranium holdings reversed the strong returns of 2010 to become the most significant price declines of 2011. Shares of metallurgical coal miner Walter Energy, Inc. fell 48.2% followed by uranium miners Cameco Corp. and Uranium Energy Corp. which lost 46.8% and 29.3% respectively for the year. The events at the Fukushima Daiichi Nuclear Power Station in Japan created a tsunami of negative public sentiment and despite strong fundamentals, these stocks suffered catastrophic declines. Coal stocks fell on power station closure notices issued by a number of utilities in North America. These plants will be closed due to the cost of compliance with the next stage of The Clean Air Act, which is set to go into effect in 2011. While this has been public knowledge for years, investors appear to have anticipated a staying of the implementation due to the tepid nature of the economic recovery.

pThe	composition of the Fund’s holdings is subject to change.

The S&P GSCI^® Index measures general price movements and inflation in the world economy. The index is calculated primarily on a world production-weighted basis and is comprised of the principal physical commodities that are the subject of active, liquid futures markets. The Fund’s investment adviser elected to change the benchmark index from the S&P 500 to the S&P GSCI^® Index because the S&P GSCI^® Index is more reflective of the securities in which the Fund invests. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

The S&P 500 is a capitalization-weighted Index comprised of 500 stocks and designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

The Real Strategies Indices Blend is a custom blended index comprised of the following two indices with their noted respective weightings: Reuters/Jefferies CRB Total Return Index (50%) and NAREIT Index (50%). The Reuters/Jefferies CRB Total Return Index is a commodity index, a basket of exchange-traded futures contract representing long-only positions in underlying commodities. Indices typically include a variety of commodity sectors to provide investors broader exposure to commodities as an asset class and free the investor from the mechanics of future trading (e.g., contract rolling and physical delivery). The index return does not reflect the deduction of expenses, which have been deducted from the Fund’s returns. The index return assumes reinvestment of all distributions and does not reflect the deduction of taxes and fees. Individuals cannot invest directly in the index, however, an individual can invest in exchange traded funds or other investment vehicles that attempt to track the performance of a benchmark index. The NAREIT represents returns for the National Association of Real Estate Investment Trust Equity Index. The indices are unmanaged and, unlike the Fund, are not affected by cashflows.


		9

H U N T I N G T O N F U N D S

Huntington

VA Rotating Markets Fund

Management’s Discussion of Fund Performance

Portfolio Manager: Paul Koscik, JD

Vice President Huntington Asset Advisors, Inc.

LOGO


	Average Annual Total Returns for the Period Ended 12/31/11
1 Year		6.84	%
3 year		15.22	%
5 Year		-0.67	%
10 Year		4.10	%


Expense Ratio
	1.33	%

The graph above illustrates the hypothetical investment of $10,000* in the Huntington VA Rotating Markets Fund from December 31, 2001 to December 31, 2011, compared to the S&P 500.

The performance information does not include the charges and expenses imposed by the insurance company separate accounts or changes and expenses under the variable insurance product contracts. The inclusion of such charges would lower performance. Please refer to the variable insurance product prospectus for a complete listing of these expenses. The above expense ratio is from the Fund’s prospectus dated May 2, 2011. Additional information pertaining to the Fund’s expense ratio as of December 31, 2011 can be found in the financial highlights. For the fiscal year ended December 31, 2011, Fund shares were available exclusively as a funding vehicle for Hartford Life Insurance Company’s separate accounts in connection with the Huntington Director, Huntington Director Outlook and Huntington Hartford Leaders Outlook variable annuity contracts, Transamerica Life Insurance Company’s separate accounts in connection with the Huntington Allstar Select variable annuity contract, and to the separate accounts of Lincoln Insurance Company, Nationwide Life and Annuity Insurance Company, Nationwide Life Insurance Company and Sun Life Assurance Company of Canada (U.S.). Variable investment options are not obligations of or guaranteed by any bank and are not federally insured.

*	The Fund’s performance assumes the reinvestment of all dividends and distributions. The S&P 500 has been adjusted to reflect reinvestment of all dividends on securities in the index.

For the fiscal year ended December 31, 2011, the Huntington VA Rotating Markets Fund produced a total return of 6.84% based on net asset value. This outperformed the total return of 2.11% for the Fund’s benchmark, the Standard & Poor’s 500 Index (“S&P 500”)¹.

On September 1, 2010, the Rotating Markets Fund rotated from the “Global” segment of the stock market to the “Large Cap” segment. Specifically, it rotated to emulate the performance of the Dow Jones Industrial Average. The major reason for the rotation was the belief that 2011 would see a shift out of riskier assets, such as the mid cap and small cap stocks, and into the more conservative large cap stocks. The Dow Jones Industrial Average (“DJIA”) was chosen because it is comprised of the “bluest” of large cap stocks. Another important consideration was the fact that the DJIA had underperformed the S&P 500 Index since November 2008 and was due for a period of outperformance. The anticipated shift to large caps did in fact occur.

Because of fears regarding a weakening U.S. economy and the stability of the European Union, the stock market had one of its most volatile years in history. The “fear factor” worked in the Fund’s favor as investors poured into the DJIA’s thirty stocks. For the year 2011, the Fund not only outperformed its benchmark, the S&P 500 Index, but it also outperformed the Standard & Poor’s MidCap 400 Index (“S&P 400”)² and the Standard & Poor’s SmallCap 600 Index (“S&P 600”)³ returns of -1.73% and 1.02%, respectively.

pThe	composition of the Fund’s holdings is subject to change.

2	The S&P 400 is a capitalization-weighted index comprised of common stocks representing all major industries in the mid-range of the U.S. stock market. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

3	The S&P 600 is a capitalization-weighted index representing all major industries in the small-cap range of the U.S. stock market. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

International investing involves special risks including currency risk, increased volatility of foreign securities, political risks, and differences in auditing and other financial standards. Prices of emerging markets securities can be significantly more volatile than the prices of securities in developed countries and currency risk and political risks are accentuated in emerging markets. Small company stocks may be less liquid and subject to greater price volatility than large capitalization stocks.


		10

Huntington

VA Situs Fund

Management’s Discussion of Fund Performance

Portfolio Manager: B. Randolph Bateman, CFA

Chief Investment Officer Huntington Asset Advisors, Inc.

LOGO


	Average Annual Total Returns for the Period Ended 12/31/11
1 Year		-0.91	%
3 Year		19.52	%
5 Year		2.25	%
Start of Performance (5/3/04)		6.70	%


Expense Ratio
	1.04	%

The graph above illustrates the hypothetical investment of $10,000* in the Huntington VA Situs Fund from May 3, 2004 (inception) to December 31, 2011, compared to the S&P 600 and the S&P 400.

*	The Fund’s performance assumes the reinvestment of all dividends and distributions. The S&P 600 and the S&P 400 indices have been adjusted to reflect reinvestment of dividends on securities in the indices.

For the fiscal year ended December 31, 2011, the Huntington VA Situs Fund produced a total return of -0.91%, based on net asset value. The Fund underperformed its benchmark, the Standard & Poor’s SmallCap 600 Index (“S&P 600”)¹, which rose 1.02% for the same period. The Fund’s return was about midway between the return of its benchmark and the return of the Standard and Poor’s MidCap 400 Index (“S&P 400”)², which declined -1.73% for the year. Prior to 2011, the Fund outperformed the S&P 600 for two consecutive years.

pThe	composition of the Fund’s holdings is subject to change.

1	The S&P 600 is a capitalization-weighted index representing all major industries in the small-cap range of the U.S. stock market. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

2	The S&P 400 is a capitalization-weighted index comprised of common stocks representing all major industries in the mid-range of the U.S. stock market. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.


		11

H U N T I N G T O N F U N D S

Huntington

VA Mortgage Securities Fund

Management’s Discussion of Fund Performance

Co-Portfolio Managers: William G. Doughty, MBA

Vice President, Gustave J. Seasongood

Vice President, Huntington Asset Advisors, Inc.

LOGO


	Average Annual Total Returns for the Period Ended 12/31/11
1 Year		5.30	%
3 Year		5.21	%
5 Year		4.34	%
Start of Performance (5/3/04)		4.53	%


Expense Ratio
	1.13	%

The graph above illustrates the hypothetical investment of $10,000* in the Huntington VA Mortgage Securities Fund from May 3, 2004 (inception) to December 31, 2011, compared to the BMBSI.

The performance information does not include the charges and expenses imposed by the insurance company separate accounts or changes and expenses under the variable insurance product contracts. The inclusion of such charges would lower performance. Please refer to the variable insurance product prospectus for a complete listing of these expenses. The above expense ratios are from the Fund’s prospectus dated May 1, 2011. Additional information pertaining to the Fund’s expense ratio as of December 31, 2011 can be found in the financial highlights. For the fiscal year ended December 31, 2011, Fund shares were available exclusively as a funding vehicle for Hartford Life Insurance Company’s separate accounts in connection with the Huntington Director, Huntington Director Outlook and Huntington Hartford Leaders Outlook variable annuity contracts, Transamerica Life Insurance Company’s separate accounts in connection with the Huntington Allstar Select variable annuity contract, and to the separate accounts of Lincoln Insurance Company, Nationwide Life and Annuity Insurance Company, Nationwide Life Insurance Company and Sun Life Assurance Company of Canada (U.S.). Variable investment options are not obligations of or guaranteed by any bank and are not federally insured.

*	The Fund’s performance assumes the reinvestment of all dividends and distributions. The BMBSI has been adjusted to reflect reinvestment of dividends on securities in the index.

For the fiscal year ended December 31, 2011, the Huntington VA Mortgage Securities Fund produced a return of 5.30%, based on net asset value. This compared to the total return of 6.23% for the Fund’s benchmark, the Barclays Capital Mortgage Backed Securities Index (“BMBSI”)¹, and the Lipper U.S. Mortgage Funds Average²return of 5.74% for the same reporting period.

During 2011, the mortgage securities market underperformed Treasury securities. Mortgage securities had a return of 6.14%, as measured by the BMBSI for the year, compared to a return of 9.79% for Treasuries and 5.27% for agencies. The Fund’s position in agencies had a negative impact on the Fund’s return relative to its benchmark. The underperformance of the Fund was due to its more defensive nature, as well as investor concern regarding pre-payment risk due to lower interest rates and faster prepayments. The 11% exposure to the Real Estate Investment Trust market, which was up from 10% last year, helped the Fund’s return. As measured by the NAREIT Index (“NAREIT”)³, REITs produced a return of 8.09%.

pThe	composition of the Fund’s holdings is subject to change.

Bond

prices are sensitive to changes in interest rates, and a rise in interest rates can cause a decline in their prices.

2	Lipper figures represent the average of the total returns reported by all of the mutual funds designated by Lipper Inc. as falling into the category indicated. They do not reflect sales charges.

3	The NAREIT Index represents returns for the National Association of Real Estate Investment Trust Equity Index. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an Index.


		12

Huntington VA Balanced Fund

Portfolio of Investments Summary Table (Unaudited)

December 31, 2011


Asset Allocation	Percentage of Market Value
Equity Mutual Funds¹		59.8%
Fixed Income Mutual Funds¹		38.2%
Cash¹		2.0%

Total		100.0%

¹	Investments in affiliated funds.

Portfolio holdings and allocations are subject to change. Percentages in the table above, as of December 31, 2011, are based on total investments, which may differ from the percentages set forth below in the Portfolio of Investments which are computed using the Fund’s total net assets.

Portfolio of Investments

December 31, 2011


Shares			Value

		Mutual Funds — 97.9% (a)
	551,004	Huntington Fixed Income Securities Fund, Trust Shares	$	12,447,187
	155,618	Huntington VA Dividend Capture Fund		1,565,519
	931,167	Huntington VA Growth Fund		7,039,619
	522,126	Huntington VA Income Equity Fund		4,709,579
	311,479	Huntington VA International Equity Fund		3,933,982
	221,529	Huntington VA Macro 100 Fund		1,958,316
	91,072	Huntington VA Mid Corp America Fund		1,554,602
	215,099	Huntington VA Mortgage Securities Fund		2,551,075
	158,467	Huntington VA New Economy Fund *		1,749,481
	65,690	Huntington VA Situs Fund		975,502

		Total Mutual Funds (Cost $36,525,158)		38,484,862


Shares			Value

		Cash Equivalents — 2.0%
	795,945	Huntington Money Market Fund, Interfund Shares, 0.010% (a) (b)	$	795,945

		Total Cash Equivalents (Cost $795,945)		795,945

		Total Investments (Cost $37,321,103) — 99.9%		39,280,807

		Other Assets in Excess of Liabilities — 0.1%		43,346

		Net Assets — 100.0%	$	39,324,153

(a)	Investment in affiliate.

(b)	Rate disclosed is the seven day yield as of December 31, 2011.

*	Non-income producing security.

See Notes which are an integral part of the Financial Statements.


		13

H U N T I N G T O N F U N D S

Huntington VA Dividend Capture Fund

Portfolio of Investments Summary Table (Unaudited)

December 31, 2011


Asset Allocation	Percentage of Market Value
Common Stocks		72.6%
Preferred Stocks		21.9%
Exchange-Traded Funds		3.7%
Cash¹		1.8%

Total		100.0%

¹	Investments in an affiliated money market fund.

Portfolio of Investments

December 31, 2011


Shares			Value

		Common Stocks — 72.5%
		Consumer Discretionary — 6.1%
	13,000	Bob Evans Farms, Inc.	$	436,020
	25,500	Gap, Inc./The		473,025
	6,750	Genuine Parts Co.		413,100
	11,250	H & R Block, Inc.		183,713
	9,500	Hillenbrand, Inc.		212,040
	4,000	Tupperware Brands Corp.		223,880

				1,941,778

		Consumer Staples — 5.4%
	1,250	Colgate-Palmolive Co.		115,488
	3,750	H.J. Heinz Co.		202,650
	4,750	Kimberly-Clark Corp.		349,410
	9,000	Kraft Foods, Inc., Class A		336,240
	9,000	Walgreen Co.		297,540
	7,000	Wal-Mart Stores, Inc.		418,320

				1,719,648

		Energy — 8.8%
	6,000	Cenovus Energy, Inc.		199,200
	6,250	Chevron Corp.		665,000
	11,250	ConocoPhillips		819,787
	4,500	Exxon Mobil Corp.		381,420
	7,500	Royal Dutch Shell PLC ADR		548,175
	3,500	Total SA ADR		178,885

				2,792,467

		Financials — 16.5%
	10,750	American Financial Group, Inc.		396,567
	9,250	Bank of Montreal		506,992
	8,500	Cullen/Frost Bankers, Inc.		449,735
	16,000	Federated Investors, Inc., Class B		242,400
	8,000	JPMorgan Chase & Co.		266,000
	5,000	M&T Bank Corp.		381,700
	21,500	NYSE Euronext		561,150
	6,000	Principal Financial Group, Inc.		147,600
	11,500	Royal Bank of Canada		586,040
	9,000	Toronto-Dominion Bank/The		673,290


Shares			Value

		Financials — (continued)
	3,500	Travelers Cos., Inc./The	$	207,095
	16,000	U.S. Bancorp		432,800
	16,750	Waddell & Reed Financial, Inc., Class A		414,897

				5,266,266

		Health Care — 5.0%
	7,000	Abbott Laboratories		393,610
	6,750	AstraZeneca PLC ADR		312,458
	8,000	Baxter International, Inc.		395,840
	6,500	Cardinal Health, Inc.		263,965
	5,500	Eli Lilly & Co.		228,580

				1,594,453

		Industrials — 6.6%
	7,500	3M Co.		612,975
	12,500	Brady Corp., Class A		394,625
	6,000	CSX Corp.		126,360
	8,500	General Dynamics Corp.		564,485
	1,000	General Electric Co.		17,910
	11,500	Waste Management, Inc.		376,165

				2,092,520

		Information Technology — 7.5%
	12,000	Cisco Systems, Inc.		216,960
	11,000	Corning, Inc.		142,780
	6,000	Harris Corp.		216,240
	24,250	Intel Corp.		588,062
	21,500	Microsoft Corp.		558,140
	7,000	Paychex, Inc.		210,770
	17,624	Taiwan Semiconductor Manufacturing Co. Ltd. ADR		227,526
	11,000	Total System Services, Inc.		215,160

				2,375,638

		Materials — 2.1%
	11,000	Sensient Technologies Corp.		416,900
	8,250	Southern Copper Corp.		248,985

				665,885

See Notes which are an integral part of the Financial Statements.


		14

Huntington VA Dividend Capture Fund

Portfolio of Investments (continued)

December 31, 2011


Shares			Value

		Common Stocks — (continued)
		Real Estate Investment Trusts — 7.9%
	4,000	Acadia Realty Trust	$	80,560
	1,000	Boston Properties, Inc.		99,600
	2,500	EastGroup Properties, Inc.		108,700
	3,000	Entertainment Properties Trust		131,130
	250	Essex Property Trust, Inc.		35,128
	3,000	HCP, Inc.		124,290
	7,000	Highwoods Properties, Inc.		207,690
	3,000	Home Properties, Inc.		172,710
	14,000	Kimco Realty Corp.		227,360
	7,500	Liberty Property Trust		231,600
	3,250	Mid-America Apartment Communities, Inc.		203,288
	2,500	National Health Investors, Inc.		109,950
	12,000	Omega Healthcare Investors, Inc.		232,200
	5,000	ProLogis, Inc.		142,950
	1,374	Simon Property Group, Inc.		177,164
	4,500	Ventas, Inc.		248,085

				2,532,405

		Telecommunication Services — 2.9%
	13,250	AT&T, Inc.		400,680
	5,500	Verizon Communications, Inc.		220,660
	25,000	Windstream Corp.		293,500

				914,840

		Utilities — 3.7%
	13,000	Duke Energy Corp.		286,000
	5,750	Entergy Corp.		420,037
	10,750	Exelon Corp.		466,227

				1,172,264

		Total Common Stocks (Cost $22,122,399)		23,068,164

		Preferred Stocks — 21.8%
		Financials — 15.3%
	15,000	Allianz SE, 8.375%		382,970
	3,000	American Financial Group, Inc., 7.000%		78,630
	2,500	Ameriprise Financial, Inc., 7.750%		70,775
	1,671	Barclays Bank PLC, 6.625%		30,646
	20,000	BB&T Capital Trust V, 8.950%		524,200
	14,000	Credit Suisse Guernsey, 7.900%		357,700
	10,000	JPMorgan Chase Capital XXVI, 8.000%		259,000
	16,000	M&T Capital Trust IV, 8.500%		415,520
	11,000	Merrill Lynch & Co. Capital Trust V, Series F, 7.280%		226,490
	16,000	Morgan Stanley Capital Trust, 6.600%		348,160
	6,000	PartnerRe Ltd, Series D, 6.500%		150,300
	7,000	PLC Capital Trust IV, 7.250%		175,700
	21,000	PNC Capital Trust E, 7.750%		548,730
	16,000	Prudential Financial, Inc., 9.000%		435,360
	14,000	RenaissanceRe Holdings Ltd., Series C, 6.080%		345,240
	20,000	Wells Fargo Capital XII, 7.875%		519,800

				4,869,221


Shares			Value

		Real Estate Investment Trusts — 2.2%
	10,500	Kimco Realty Corp., Series G, 7.750%	$	270,375
	16,000	Vornado Realty LP, 7.875%		439,680

				710,055

		Telecommunication Services — 0.7%
	9,000	Qwest Corp, 7.500%		237,600

		Utilities — 3.6%
	15,000	Dominion Resources, Inc., Class A, 8.375%		440,550
	3,460	Interstate Power & Light Co., Series B, 8.375%		98,610
	17,000	NextEra Energy Capital Holdings, Inc., Series F, 8.750%		493,850
	4,000	Xcel Energy, Inc., 7.600%		108,600

				1,141,610

		Total Preferred Stocks (Cost $6,649,595)		6,958,486

		Exchange-Traded Funds — 3.7%
	11,500	iShares S&P 500 Value Index Fund		665,045
	20,000	Technology Select Sector SPDR Fund		509,000

		Total Exchange-Traded Funds (Cost $1,012,733)		1,174,045

		Cash Equivalents — 1.9%
	586,341	Huntington Money Market Fund, Interfund Shares, 0.010% (a) (b)		586,341

		Total Cash Equivalents (Cost $586,341)		586,341

		Total Investments (Cost $30,371,068) — 99.9%		31,787,036

		Other Assets in Excess of Liabilities — 0.1%		38,821

		Net Assets — 100.0%	$	31,825,857

(a)	Investment in affiliate.

(b)	Rate disclosed is the seven day yield as of December 31, 2011.

ADR—American Depositary Receipt

LP—Limited Partnership

PLC—Public Liability Co.

See Notes which are an integral part of the Financial Statements.


		15

H U N T I N G T O N F U N D S

Huntington VA Growth Fund

Portfolio of Investments Summary Table (Unaudited)

December 31, 2011


Asset Allocation	Percentage of Market Value
Information Technology		29.2%
Health Care		13.5%
Consumer Staples		12.8%
Energy		10.4%
Consumer Discretionary		9.7%
Industrials		7.6%
Cash¹		6.2%
Materials		3.2%
Financials		2.4%
Telecommunication Services		2.3%
Real Estate Investment Trusts		2.1%
Utilities		0.6%

Total		100.0%

¹	Investments in an affiliated money market fund.

Portfolio of Investments

December 31, 2011


Shares			Value

		Common Stocks — 91.0%
		Consumer Discretionary — 9.4%
	1,350	Amazon.com, Inc. *	$	233,685
	3,630	Coach, Inc.		221,575
	1,920	Deckers Outdoor Corp. *		145,094
	16,490	Goodyear Tire & Rubber Co./The *		233,663
	3,730	Lululemon Athletica, Inc. *		174,042
	1,850	Panera Bread Co., Class A *		261,683
	1,690	VF Corp.		214,613
	2,980	Yum! Brands, Inc.		175,850

				1,660,205

		Consumer Staples — 12.4%
	10	Altria Group, Inc.		297
	5,040	Coca-Cola Co./The		352,649
	8,210	Hain Celestial Group, Inc./The *		300,979
	6,650	PepsiCo, Inc.		441,227
	4,770	Philip Morris International, Inc.		374,350
	5,270	Procter & Gamble Co.		351,562
	5,200	Whole Foods Market, Inc.		361,816

				2,182,880

		Energy — 10.1%
	2,160	Carbo Ceramics, Inc.		266,393
	1,760	Chevron Corp.		187,264
	5,820	Energy Transfer Partners LP		266,847
	6,510	Enterprise Products Partners LP		301,934
	2,330	Exxon Mobil Corp.		197,491
	3,120	Lufkin Industries, Inc.		210,007
	5,250	Schlumberger Ltd.		358,627

				1,788,563


Shares			Value

		Financials — 2.3%
	4,020	Aflac, Inc.	$	173,905
	1,720	Franklin Resources, Inc.		165,223
	1,990	JPMorgan Chase & Co.		66,168

				405,296

		Health Care — 13.2%
	5,400	Abbott Laboratories		303,642
	4,170	Edwards LifeSciences Corp. *		294,819
	8,210	Merck & Co., Inc.		309,517
	3,082	Novo-Nordisk A/S ADR		355,231
	6,570	Pfizer, Inc.		142,175
	6,380	UnitedHealth Group, Inc.		323,338
	3,970	Varian Medical Systems, Inc. *		266,506
	4,860	WellPoint, Inc.		321,975

				2,317,203

		Industrials — 7.4%
	3,070	Caterpillar, Inc.		278,142
	3,700	Cummins, Inc.		325,674
	3,510	Deere & Co.		271,498
	3,600	Illinois Tool Works, Inc.		168,156
	1,400	W.W. Grainger, Inc.		262,066

				1,305,536

		Information Technology — 28.3%
	2,740	Apple, Inc. *		1,109,700
	9,760	ARM Holdings PLC ADR		270,059
	1,510	Baidu, Inc. ADR *		175,870
	9,670	Cisco Systems, Inc.		174,834
	8,200	EMC Corp. *		176,628
	1,150	Google, Inc., Class A *		742,785

See Notes which are an integral part of the Financial Statements.


		16

Huntington VA Growth Fund

Portfolio of Investments (continued)

December 31, 2011


Shares			Value

		Common Stocks — (continued)
		Information Technology — (continued)
	3,330	International Business Machines Corp.	$	612,320
	750	MasterCard, Inc., Class A		279,615
	11,310	Oracle Corp.		290,101
	6,700	QUALCOMM, Inc.		366,490
	6,080	Rackspace Hosting, Inc. *		261,501
	4,280	Red Hat, Inc. *		176,721
	3,580	SanDisk Corp. *		176,172
	1,740	Visa, Inc., Class A		176,662

				4,989,458

		Materials — 3.1%
	1,100	Agrium, Inc.		73,821
	3,610	Du Pont (E.I.) de Nemours & Co.		165,266
	2,970	International Paper Co.		87,912
	1,700	Potash Corporation of Saskatchewan, Inc.		70,176
	1,350	Praxair, Inc.		144,315

				541,490

		Real Estate Investment Trusts — 2.0%
	3,350	Health Care REIT, Inc.		182,676
	2,700	Mid-America Apartment Communities, Inc.		168,885

				351,561

		Telecommunication Services — 2.2%
	2,550	Verizon Communications, Inc.		102,306
	24,710	Windstream Corp.		290,095

				392,401


Shares			Value

		Utilities — 0.6%
	2,370	AGL Resources, Inc.	$	100,156

		Total Common Stocks (Cost $15,094,926)		16,034,749

		Cash Equivalents — 6.0%
	1,057,957	Huntington Money Market Fund, Interfund Shares, 0.010% (a) (b)		1,057,957

		Total Cash Equivalents (Cost $1,057,957)		1,057,957

		Total Investments (Cost $16,152,883) — 97.0%		17,092,706

		Other Assets in Excess of Liabilities — 3.0%		520,644

		Net Assets — 100.0%	$	17,613,350

(a)	Investment in affiliate.

(b)	Rate disclosed is the seven day yield as of December 31, 2011.

*	Non-income producing security.

LP—Limited Partnership

PLC—Public Liability Co.

See Notes which are an integral part of the Financial Statements.


		17

H U N T I N G T O N F U N D S

Huntington VA Income Equity Fund

Portfolio of Investments Summary Table (Unaudited)

December 31, 2011


Asset Allocation	Percentage of Market Value
Energy		13.5%
Information Technology		13.1%
Financials		12.9%
Real Estate Investment Trusts		11.9%
Industrials		9.8%
Consumer Discretionary		9.1%
Consumer Staples		8.1%
Health Care		7.6%
Utilities		5.5%
Telecommunication Services		4.2%
Materials		3.3%
Cash¹		1.0%

Total		100.0%

¹	Investments in an affiliated money market fund.

Portfolio of Investments

December 31, 2011


Shares			Value

		Common Stocks — 98.7%
		Consumer Discretionary — 9.1%
	4,200	Genuine Parts Co.	$	257,040
	20,800	H & R Block, Inc.		339,664
	16,100	Shaw Communications, Inc., Class B		319,907
	6,200	Target Corp.		317,564
	4,400	Time Warner Cable, Inc., Class A		279,708
	8,600	Time Warner, Inc.		310,804

				1,824,687

		Consumer Staples — 8.1%
	10,000	Altria Group, Inc.		296,500
	4,400	Kimberly-Clark Corp.		323,664
	9,200	Kraft Foods, Inc., Class A		343,712
	4,000	Philip Morris International, Inc.		313,920
	5,600	Wal-Mart Stores, Inc.		334,656

				1,612,452

		Energy — 13.4%
	7,100	BP PLC ADR		303,454
	3,100	Chevron Corp.		329,840
	5,000	ConocoPhillips		364,350
	6,500	Enterprise Products Partners LP		301,470
	4,000	Exxon Mobil Corp.		339,040
	4,400	Royal Dutch Shell PLC ADR		321,596
	10,900	Spectra Energy Corp.		335,175
	11,800	Williams Cos., Inc./The		389,636

				2,684,561

		Financials — 12.8%
	7,500	Aflac, Inc.		324,450
	6,000	Bank of Montreal		328,860


Shares			Value

		Financials — (continued)
	28,600	Barclays PLC ADR	$	314,314
	12,600	BB&T Corp.		317,142
	4,500	Canadian Imperial Bank of Commerce		325,665
	8,800	HSBC Holdings PLC ADR		335,280
	10,300	Marsh & McLennan Cos., Inc.		325,686
	11,400	NYSE Euronext		297,540

				2,568,937

		Health Care — 7.5%
	5,700	AstraZeneca PLC ADR		263,853
	5,400	Baxter International, Inc.		267,192
	8,300	Eli Lilly & Co.		344,948
	8,600	Merck & Co., Inc.		324,220
	14,300	Pfizer, Inc.		309,452

				1,509,665

		Industrials — 9.8%
	5,000	General Dynamics Corp.		332,050
	19,200	General Electric Co.		343,872
	4,300	Lockheed Martin Corp.		347,870
	4,000	Norfolk Southern Corp.		291,440
	21,800	R.R. Donnelley & Sons Co.		314,574
	10,000	Waste Management, Inc.		327,100

				1,956,906

		Information Technology — 13.1%
	6,300	Accenture PLC, Class A		335,349
	31,200	Applied Materials, Inc.		334,152
	18,300	Cisco Systems, Inc.		330,864
	14,300	Intel Corp.		346,775
	11,400	Microsoft Corp.		295,944

See Notes which are an integral part of the Financial Statements.


		18

Huntington VA Income Equity Fund

Portfolio of Investments (continued)

December 31, 2011


Shares			Value

		Common Stocks — (continued)
		Information Technology — (continued)
	10,300	Paychex, Inc.	$	310,133
	20,600	Seagate Technology PLC		337,840
	11,200	Texas Instruments, Inc.		326,032

				2,617,089

		Materials — 3.3%
	3,800	Air Products & Chemicals, Inc.		323,722
	11,100	International Paper Co.		328,560

				652,282

		Real Estate Investment Trusts — 11.9%
	6,000	Equity Residential		342,180
	9,200	HCP, Inc.		381,156
	6,700	Health Care REIT, Inc.		365,351
	13,700	Hospitality Properties Trust		314,826
	20,000	Kimco Realty Corp.		324,800
	11,400	Mack-Cali Realty Corp.		304,266
	2,700	Simon Property Group, Inc.		348,138

				2,380,717

		Telecommunication Services — 4.2%
	9,500	AT&T, Inc.		287,280
	7,000	Verizon Communications, Inc.		280,840
	23,500	Windstream Corp.		275,890

				844,010

		Utilities — 5.5%
	6,700	American Electric Power Co., Inc.		276,777
	12,600	Duke Energy Corp.		277,200
	6,400	Exelon Corp.		277,568
	6,700	PG&E Corp.		276,174

				1,107,719

		Total Common Stocks (Cost $18,295,554)		19,759,025


Shares			Value

		Cash Equivalents — 1.0%
	208,178	Huntington Money Market Fund, Interfund Shares, 0.010% (a) (b)	$	208,178

		Total Cash Equivalents (Cost $208,178)		208,178

		Total Investments (Cost $18,503,732) — 99.7%		19,967,203

		Other Assets in Excess of Liabilities — 0.3%		60,008

		Net Assets — 100.0%	$	20,027,211

(a)	Investment in affiliate.

(b)	Rate disclosed is the seven day yield as of December 31, 2011.

ADR—American Depositary Receipt

LP—Limited Partnership

PLC—Public Liability Co.

See Notes which are an integral part of the Financial Statements.


		19

H U N T I N G T O N F U N D S

Huntington VA International Equity Fund

Portfolio of Investments Summary Table (Unaudited)

December 31, 2011


Asset Allocation	Percentage of Market Value
United Kingdom		19.9%
Japan		16.4%
Cash¹		10.7%
France		7.8%
Switzerland		6.2%
Germany		6.2%
Sweden		4.7%
Singapore		4.6%
Hong Kong		3.5%
Canada		3.5%
Mexico		3.0%
Exchanged-Traded Funds		2.3%
Netherlands		2.2%
Australia		2.1%
Israel		1.7%
Taiwan		1.4%
United States		1.3%
Republic of South Korea		1.3%
Italy		1.2%

Total		100.0%

¹	Investments in an affiliated money market fund.

Portfolio of Investments

December 31, 2011


Shares			Value

		Common Stocks — 86.7%
		Australia — 2.0%
		Materials — 2.0%
	15,200	BHP Billiton Ltd.	$	535,145

		Canada — 3.5%
		Energy — 1.6%
	12,470	Cenovus Energy, Inc.		414,004

		Telecommunication Services — 1.9%
	12,000	BCE, Inc. ADR		500,040

				914,044

		France — 7.8%
		Energy — 1.7%
	8,600	Total SA ADR		439,546

		Financials — 3.0%
	33,909	AXA SA ADR		436,070
	9,147	BNP Paribas		359,251

				795,321

		Health Care — 1.4%
	5,000	Sanofi-Aventis		367,195


Shares			Value

		France — (continued)
		Utilities — 1.7%
	6,600	GDF Suez	$	180,384
	9,323	GDF Suez ADR		253,306

				433,690

				2,035,752

		Germany — 6.2%
		Consumer Staples — 1.4%
	6,400	Henkel AG & Co. KGaA		369,299

		Industrials — 3.5%
	17,200	GEA Group AG		486,341
	2,636	Siemens AG ADR		252,028
	1,700	Siemens AG	��	162,663

				901,032

		Materials — 1.3%
	7,500	K+S AG		338,919

				1,609,250

		Hong Kong — 3.5%
		Consumer Discretionary — 1.5%
	219,000	Li & Fung Ltd.		405,482

See Notes which are an integral part of the Financial Statements.


		20

Huntington VA International Equity Fund

Portfolio of Investments (continued)

December 31, 2011


Shares			Value

		Common Stocks — (continued)
		Hong Kong — (continued)
		Financials — 2.0%
	14,900	Hong Kong Exchanges and Clearing Ltd.	$	238,082
	61,800	Wharf (Holdings) Ltd./The		279,296

				517,378

				922,860

		Israel — 1.7%
		Health Care — 1.7%
	10,700	Teva Pharmaceutical Industries Ltd. ADR		431,852

		Italy — 1.2%
		Energy — 1.2%
	7,300	Saipem SpA		310,327

		Japan — 16.3%
		Consumer Discretionary — 3.2%
	13,610	Honda Motor Co. Ltd. ADR		415,786
	21,390	Panasonic Corp. ADR		179,462
	13,100	Sony Corp. ADR		236,324

				831,572

		Consumer Staples — 1.1%
	6,000	Unicharm Corp.		295,830

		Industrials — 4.5%
	2,700	FANUC Ltd.		413,226
	15,000	KOMATSU Ltd.		350,591
	12,500	Makita Corp.		404,541

				1,168,358

		Information Technology — 5.7%
	10,051	Canon, Inc. ADR		442,646
	18,000	Hoya Corp.		387,736
	1,700	KEYENCE Corp.		409,926
	4,800	Murata Manufacturing Co. Ltd.		246,642

				1,486,950

		Materials — 1.8%
	33,000	Kuraray Co. Ltd.		469,469

				4,252,179

		Mexico — 3.0%
		Consumer Staples — 1.5%
	5,700	Fomento Economico Mexicano SAB de CV ADR		397,347

		Telecommunication Services — 1.5%
	16,500	America Movil SA de CV, Series L ADR		372,900

				770,247

		Netherlands — 2.2%
		Energy — 2.2%
	15,400	Royal Dutch Shell PLC, Class A		567,110

		Republic of South Korea — 1.3%
		Materials — 1.3%
	4,100	POSCO ADR		336,610


Shares			Value

		Singapore — 4.6%
		Financials — 1.6%
	46,600	DBS Group Holdings Ltd.	$	413,871

		Industrials — 1.7%
	60,300	Keppel Corp Ltd.		432,341

		Telecommunication Services — 1.3%
	14,605	Singapore Telecommunications Ltd. ADR		348,913

				1,195,125

		Sweden — 4.7%
		Consumer Discretionary — 1.6%
	12,800	Hennes & Mauritz AB		411,565

		Consumer Staples — 1.6%
	27,700	Svenska Cellulosa AB (SCA)		410,514

		Industrials — 1.5%
	37,000	Volvo AB		404,803

				1,226,882

		Switzerland — 6.2%
		Consumer Staples — 1.7%
	7,800	Nestle SA		448,419

		Financials — 1.5%
	5,600	ACE Ltd.		392,672

		Health Care — 1.5%
	6,590	Novartis AG ADR		376,750

		Materials — 1.5%
	6,730	Syngenta AG ADR		396,666

				1,614,507

		Taiwan — 1.4%
		Information Technology — 1.4%
	29,077	Taiwan Semiconductor Manufacturing Co. Ltd. ADR		375,384

		United Kingdom — 19.8%
		Consumer Discretionary — 1.8%
	24,750	Pearson PLC ADR		467,033

		Consumer Staples — 3.3%
	65,400	Tesco PLC		409,810
	13,500	Unilever PLC		453,530

				863,340

		Energy — 1.8%
	4,450	BG Group PLC ADR		476,150

		Financials — 3.9%
	155,000	Barclays PLC		423,822
	26,875	Standard Chartered PLC		588,132

				1,011,954

		Health Care — 3.2%
	5,500	AstraZeneca PLC ADR		254,595
	12,645	GlaxoSmithKline PLC ADR		576,991

				831,586

		Industrials — 1.8%
	41,900	Rolls-Royce Holdings PLC *		485,802

See Notes which are an integral part of the Financial Statements.


		21

H U N T I N G T O N F U N D S

Huntington VA International Equity Fund

Portfolio of Investments (continued)

December 31, 2011


Shares			Value

		Common Stocks — (continued)
		United Kingdom — (continued)
		Telecommunication Services — 2.1%
	194,000	Vodafone Group PLC	$	539,048

		Utilities — 1.9%
	8,525	SSE PLC ADR		171,267
	16,100	SSE PLC		322,825

				494,092

				5,169,005

		United States — 1.3%
		Energy — 1.3%
	5,080	Schlumberger Ltd.		347,015

		Total Common Stocks (Cost $22,888,845)		22,613,294

		Exchange-Traded Funds — 2.3%
	15,000	iShares MSCI Malaysia Index Fund		201,000
	4,800	iShares MSCI South Korea Index Fund		250,848
	13,100	iShares MSCI Taiwan Index Fund		153,401

		Total Exchange-Traded Funds (Cost $523,817)		605,249


Shares			Value

		Cash Equivalents — 10.7%
	2,788,095	Huntington Money Market Fund, Interfund Shares, 0.010% (a) (b)	$	2,788,095

		Total Cash Equivalents (Cost $2,788,095)		2,788,095

		Total Investments (Cost $26,200,757) — 99.7%		26,006,638

		Other Assets in Excess of Liabilities — 0.3%		78,319

		Net Assets — 100.0%	$	26,084,957

(a)	Investment in affiliate.

(b)	Rate disclosed is the seven day yield as of December 31, 2011.

*	Non-income producing security.

ADR—American Depositary Receipt

PLC—Public Liability Co.

See Notes which are an integral part of the Financial Statements.


		22

Huntington VA Macro 100 Fund

Portfolio of Investments Summary Table (Unaudited)

December 31, 2011


Asset Allocation	Percentage of Market Value
Information Technology		20.4%
Energy		12.8%
Financials		12.1%
Health Care		11.5%
Consumer Staples		11.3%
Industrials		9.2%
Consumer Discretionary		8.5%
Cash¹		4.5%
Utilities		3.6%
Materials		3.3%
Telecommunication Services		2.8%

Total		100.0%

¹	Investments in an affiliated money market fund.

Portfolio of Investments

December 31, 2011


Shares			Value

		Common Stocks — 95.1%
		Consumer Discretionary — 8.5%
	1,200	Comcast Corp., Class A	$	28,452
	4,100	D.R. Horton, Inc.		51,701
	3,500	International Game Technology		60,200
	2,000	Marriott International, Inc., Class A		58,340
	400	McDonald’s Corp.		40,132
	4,000	News Corp., Class A		71,360
	940	Target Corp.		48,147
	350	TJX Cos., Inc./The		22,593
	200	VF Corp.		25,398
	1,255	Viacom, Inc., Class A		56,990
	1,600	Walt Disney Co./The		60,000

				523,313

		Consumer Staples — 11.2%
	900	Clorox Co./The		59,904
	470	Colgate-Palmolive Co.		43,423
	2,770	ConAgra Foods, Inc.		73,128
	1,150	Hershey Co./The		71,047
	2,000	Kraft Foods, Inc., Class A		74,720
	1,120	PepsiCo, Inc.		74,312
	1,120	Procter & Gamble Co.		74,715
	9,700	SUPERVALU, Inc.		78,764
	2,090	Walgreen Co.		69,095
	1,200	Wal-Mart Stores, Inc.		71,712

				690,820

		Energy — 12.7%
	410	Apache Corp.		37,138
	3,550	Chesapeake Energy Corp.		79,130
	770	Chevron Corp.		81,928
	800	ConocoPhillips		58,296


Shares			Value

		Energy — (continued)
	1,763	Exxon Mobil Corp.	$	149,432
	1,050	FMC Technologies, Inc. *		54,842
	700	Helmerich & Payne, Inc.		40,852
	1,550	Marathon Oil Corp.		45,369
	2,300	Marathon Petroleum Corp.		76,567
	1,600	Peabody Energy Corp.		52,976
	985	Schlumberger Ltd.		67,285
	1,820	Valero Energy Corp.		38,311

				782,126

		Financials — 12.1%
	700	Aflac, Inc.		30,282
	2,700	Allstate Corp./The		74,007
	1,390	American Express Co.		65,566
	3,000	BB&T Corp.		75,510
	940	Berkshire Hathaway, Inc., Class B *		71,722
	1,770	Discover Financial Services		42,480
	1,550	PNC Financial Services Group, Inc.		89,389
	1,140	Prudential Financial, Inc.		57,137
	1,390	State Street Corp.		56,031
	990	Torchmark Corp.		42,956
	3,450	U.S. Bancorp		93,323
	1,590	Wells Fargo & Co.		43,820

				742,223

		Health Care — 11.5%
	960	Amgen, Inc.		61,642
	1,280	Baxter International, Inc.		63,334
	1,000	Becton, Dickinson & Co.		74,720
	1,440	Eli Lilly & Co.		59,846
	900	Johnson & Johnson		59,022
	900	McKesson Corp.		70,119

See Notes which are an integral part of the Financial Statements.


		23

H U N T I N G T O N F U N D S

Huntington VA Macro 100 Fund

Portfolio of Investments (continued)

December 31, 2011


Shares			Value

		Common Stocks — (continued)
		Health Care — (continued)
	1,600	Medtronic, Inc.	$	61,200
	2,750	Mylan, Inc. *		59,015
	1,810	Patterson Cos., Inc.		53,431
	3,750	Pfizer, Inc.		81,150
	12,600	Tenet Healthcare Corp. *		64,638

				708,117

		Industrials — 9.1%
	290	Caterpillar, Inc.		26,274
	800	Deere & Co.		61,880
	1,100	General Dynamics Corp.		73,051
	1,460	General Electric Co.		26,149
	1,300	Honeywell International, Inc.		70,655
	595	Illinois Tool Works, Inc.		27,792
	510	Pall Corp.		29,147
	370	Parker Hannifin Corp.		28,213
	2,000	Quanta Services, Inc. *		43,080
	740	Stericycle, Inc. *		57,661
	470	Union Pacific Corp.		49,792
	670	United Parcel Service, Inc., Class B		49,037
	100	W.W. Grainger, Inc.		18,719

				561,450

		Information Technology — 20.3%
	405	Apple, Inc. *		164,025
	1,580	Autodesk, Inc. *		47,921
	3,840	Cisco Systems, Inc.		69,427
	1,040	Cognizant Technology Solutions Corp., Class A *		66,882
	4,540	Dell, Inc. *		66,420
	1,800	eBay, Inc. *		54,594
	3,280	EMC Corp. *		70,651
	820	Fiserv, Inc. *		48,167
	230	Google, Inc., Class A *		148,557
	2,900	Intel Corp.		70,325
	735	International Business Machines Corp.		135,152
	1,400	Jabil Circuit, Inc.		27,524
	1,300	Lexmark International, Inc., Class A		42,991
	2,200	Microsoft Corp.		57,112
	1,135	NetApp, Inc. *		41,166
	1,400	Oracle Corp.		35,910
	1,300	VeriSign, Inc. *		46,436
	3,200	Western Union Co./The		58,432

				1,251,692

		Materials — 3.3%
	1,700	Ball Corp.		60,707
	2,620	Dow Chemical Co./The		75,351
	1,830	Freeport-McMoRan Copper & Gold, Inc. Class B		67,326

				203,384

		Telecommunication Services — 2.8%
	2,000	AT&T, Inc.		60,480
	940	CenturyLink, Inc.		34,968


Shares			Value

		Telecommunication Services — (continued)
	113	Comverse Technology, Inc. *	$	775
	1,100	Verizon Communications, Inc.		44,132
	2,500	Windstream Corp.		29,350

				169,705

		Utilities — 3.6%
	470	Consolidated Edison, Inc.		29,154
	610	Dominion Resources, Inc., Class A		32,379
	800	Entergy Corp.		58,440
	960	Exelon Corp.		41,635
	470	Progress Energy, Inc.		26,329
	635	Sempra Energy		34,925

				222,862

		Total Common Stocks (Cost $5,549,941)		5,855,692

		Cash Equivalents — 4.5%
	277,908	Huntington Money Market Fund, Interfund Shares, 0.010% (a) (b)		277,908

		Total Cash Equivalents (Cost $277,908)		277,908

		Total Investments (Cost $5,827,849) — 99.6%		6,133,600

		Other Assets in Excess of Liabilities — 0.4%		27,088

		Net Assets — 100.0%	$	6,160,688

(a)	Investment in affiliate.

(b)	Rate disclosed is the seven day yield as of December 31, 2011.

*	Non-income producing security.

See Notes which are an integral part of the Financial Statements.


		24

Huntington VA Mid Corp America Fund

Portfolio of Investments Summary Table (Unaudited)

December 31, 2011


Asset Allocation	Percentage of Market Value
Information Technology		16.2%
Industrials		14.4%
Consumer Discretionary		10.3%
Health Care		10.0%
Financials		10.4%
Cash¹		8.1%
Energy		8.1%
Real Estate Investment Trusts		7.1%
Consumer Staples		5.7%
Materials		5.7%
Utilities		3.5%
Telecommunication Services		0.5%

Total		100.0%

¹	Investments in an affiliated money market fund.

Portfolio of Investments

December 31, 2011


Shares			Value

		Common Stocks —91.9%
		Consumer Discretionary —10.3%
	810	Advance Auto Parts, Inc.	$	56,400
	1,000	American Public Education, Inc. *		43,280
	3,020	Bob Evans Farms, Inc.		101,291
	2,700	BorgWarner, Inc. *		172,098
	1,900	Coinstar, Inc. *		86,716
	2,500	Guess?, Inc.		74,550
	4,860	Iconix Brand Group, Inc. *		79,169
	3,130	Kohl’s Corp.		154,465
	2,400	Mohawk Industries, Inc. *		143,640
	5,268	Nordstrom, Inc.		261,872
	3,020	PetSmart, Inc.		154,896
	850	Ralph Lauren Corp.		117,368
	1,840	Ross Stores, Inc.		87,455
	2,170	Vitamin Shoppe, Inc. *		86,540
	2,340	Wolverine World Wide, Inc.		83,398

				1,703,138

		Consumer Staples — 5.7%
	7,760	Church & Dwight Co., Inc.		355,098
	3,170	Constellation Brands, Inc., Class A *		65,524
	3,850	Corn Products International, Inc.		202,471
	3,500	Dr. Pepper Snapple Group, Inc.		138,180
	4,330	Ruddick Corp.		184,631

				945,904

		Energy — 8.1%
	6,428	Chesapeake Energy Corp.		143,280
	5,520	CVR Energy, Inc. *		103,390
	2,480	Helmerich & Payne, Inc.		144,733


Shares			Value

		Energy — (continued)
	11,237	Lone Pine Resources, Inc. *	$	78,771
	2,000	Murphy Oil Corp.		111,480
	3,724	Noble Energy, Inc.		351,508
	2,020	Oceaneering International, Inc.		93,183
	5,300	Seadrill Ltd.		175,854
	1,393	Unit Corp. *		64,635
	4,438	Weatherford International Ltd. *		64,972

				1,331,806

		Financials — 10.4%
	3,400	Cincinnati Financial Corp.		103,564
	3,259	City National Corp.		143,983
	3,340	Community Bank System, Inc.		92,852
	1,760	Cullen/Frost Bankers, Inc.		93,122
	5,190	Discover Financial Services		124,560
	480	Everest Re Group Ltd.		40,363
	10,080	First American Financial Corp.		127,714
	7,200	First Niagara Financial Group, Inc.		62,136
	2,600	Invesco Ltd.		52,234
	1,200	Jones Lang LaSalle, Inc.		73,512
	5,440	Principal Financial Group, Inc.		133,824
	2,630	Prosperity Bancshares, Inc.		106,121
	1,350	T. Rowe Price Group, Inc.		76,883
	5,560	Torchmark Corp.		241,248
	7,968	Unum Group		167,886
	1,190	Ventas, Inc.		65,605

				1,705,607

See Notes which are an integral part of the Financial Statements.


		25

H U N T I N G T O N F U N D S

Huntington VA Mid Corp America Fund

Portfolio of Investments (continued)

December 31, 2011


Shares			Value

		Common Stocks — (continued)
		Health Care — 10.0%
	4,480	AmerisourceBergen Corp.	$	166,611
	1,480	Biogen Idec, Inc. *		162,874
	5,907	Coventry Health Care, Inc. *		179,396
	5,956	Life Technologies Corp. *		231,748
	5,349	Lincare Holdings, Inc.		137,523
	1,900	Quest Diagnostics, Inc.		110,314
	3,940	St. Jude Medical, Inc.		135,142
	2,840	STERIS Corp.		84,689
	3,483	Thermo Fisher Scientific, Inc. *		156,631
	4,720	Watson Pharmaceutical, Inc. *		284,805

				1,649,733

		Industrials — 14.4%
	4,300	AECOM Technology Corp. *		88,451
	1,275	Alliant Techsystems, Inc.		72,879
	3,600	CNH Global NV *		129,564
	5,712	Cooper Industries PLC		309,305
	1,700	Cummins, Inc.		149,634
	1,900	Elbit Systems Ltd.		77,235
	2,800	EMCOR Group, Inc.		75,068
	450	Flowserve Corp.		44,694
	3,440	Jacobs Engineering Group, Inc. *		139,595
	6,400	John Bean Technologies Corp.		98,368
	6,538	Kennametal, Inc.		238,768
	2,449	L-3 Communications Holdings, Inc.		163,299
	2,834	Parker Hannifin Corp.		216,092
	1,120	Rockwell International Corp.		82,174
	4,170	Rollins, Inc.		92,657
	2,500	Ryder System, Inc.		132,850
	3,700	Thomas & Betts Corp. *		202,020
	1,200	UniFirst Corp.		68,088

				2,380,741

		Information Technology — 16.2%
	1,300	Amdocs Ltd. *		37,089
	7,520	Autodesk, Inc. *		228,082
	2,330	BMC Software, Inc. *		76,377
	2,900	Broadcom Corp., Class A *		85,144
	4,910	Citrix Systems, Inc. *		298,135
	6,400	CTS Corp.		58,880
	4,005	Fidelity National Information Services, Inc.		106,493
	1,700	Fiserv, Inc. *		99,858
	4,982	FLIR Systems, Inc.		124,899
	4,810	Forrester Research, Inc. *		163,251
	4,000	Harris Corp.		144,160
	720	InterDigital, Inc.		31,370
	3,330	j2 Global, Inc.		93,706
	3,500	JDA Software Group, Inc. *		113,365
	3,150	Molex, Inc.		75,159
	3,748	NCR Corp. *		61,692
	6,000	NVIDIA Corp. *		83,160
	13,520	ON Semiconductor Corp. *		104,374
	3,160	Progress Software Corp. *		61,146
	2,120	SanDisk Corp. *		104,325


Shares			Value

		Information Technology — (continued)
	3,800	Synopsys, Inc. *	$	103,360
	2,500	Syntel, Inc.		116,925
	6,068	Teradata Corp. *		294,359

				2,665,309

		Materials — 5.7%
	2,000	Albemarle Corp.		103,020
	911	Allegheny Technologies, Inc.		43,546
	2,200	AptarGroup, Inc.		114,774
	1,400	Ball Corp.		49,994
	2,160	Cia de Minas Buenaventura SA		82,814
	3,300	FMC Corp.		283,932
	1,450	PPG Industries, Inc.		121,060
	700	Schnitzer Steel Industries, Inc.		29,596
	1,100	Silver Wheaton Corp.		31,856
	2,400	Sonoco Products Co.		79,104

				939,696

		Real Estate Investment Trusts — 7.1%
	1,760	Alexandria Real Estate Equities, Inc.		121,387
	3,260	Entertainment Properties Trust		142,495
	1,100	Federal Realty Investment Trust		99,825
	2,670	Highwoods Properties, Inc.		79,219
	1,500	Home Properties, Inc.		86,355
	1,500	Liberty Property Trust		46,320
	2,620	Mack-Cali Realty Corp.		69,928
	8,980	Medical Properties Trust, Inc.		88,633
	1,600	Mid-America Apartment Communities, Inc.		100,080
	2,040	PS Business Parks, Inc.		113,077
	2,700	Rayonier, Inc.		120,501
	2,240	Sovran Self Storage, Inc.		95,581

				1,163,401

		Telecommunication Services — 0.5%
	3,410	MetroPCS Communications, Inc. *		29,599
	1,100	TELUS Corp.		58,905

				88,504

		Utilities — 3.5%
	2,210	CMS Energy Corp.		48,797
	840	DTE Energy Co.		45,738
	1,700	National Fuel Gas Co.		94,486
	1,700	New Jersey Resources Corp.		83,640
	4,100	Portland General Electric Co.		103,689
	7,628	Questar Corp.		151,492
	1,570	Xcel Energy, Inc.		43,395

				571,237

		Total Common Stocks (Cost $10,199,208)		15,145,076

See Notes which are an integral part of the Financial Statements.


		26

Huntington VA Mid Corp America Fund

Portfolio of Investments (continued)

December 31, 2011


Shares			Value

		Cash Equivalents — 8.1%
	1,329,367	Huntington Money Market Fund, Interfund Shares, 0.010% (a) (b)	$	1,329,367

		Total Cash Equivalents (Cost $1,329,367)		1,329,367

		Total Investments (Cost $11,528,575) — 100.0%		16,474,443

		Liabilities in Excess of Other Assets — (0.0)%		(2,851	)

		Net Assets — 100.0%	$	16,471,592

(a)	Investment in affiliate.

(b)	Rate disclosed is the seven day yield as of December 31, 2011.

*	Non-income producing security.

See Notes which are an integral part of the Financial Statements.


		27

H U N T I N G T O N F U N D S

Huntington VA New Economy Fund

Portfolio of Investments Summary Table (Unaudited)

December 31, 2011


Asset Allocation	Percentage of Market Value
Information Technology		18.4%
Consumer Discretionary		16.0%
Cash¹		15.1%
Health Care		13.1%
Industrials		11.2%
Energy		9.9%
Materials		6.7%
Financials		4.8%
Consumer Staples		3.1%
Utilities		1.7%

Total		100.0%

¹	Investments in an affiliated money market fund.

Portfolio of Investments

December 31, 2011


Shares			Value

		Common Stocks — 85.0%
		Consumer Discretionary — 16.0%
	5,300	Buckle, Inc./The	$	216,611
	1,000	Chipotle Mexican Grill, Inc. *		337,740
	5,700	Dick’s Sporting Goods, Inc.		210,216
	3,100	Dollar Tree, Inc. *		257,641
	2,100	Fossil, Inc. *		166,656
	1,600	Tractor Supply Co.		112,240
	4,000	Ulta Salon Cosmetics & Fragrance, Inc. *		259,680

				1,560,784

		Consumer Staples — 3.1%
	2,000	Diamond Foods, Inc.		64,540
	2,600	Hansen Natural Corp. *		239,564

				304,104

		Energy — 9.9%
	3,000	Baker Hughes, Inc.		145,920
	6,700	Basic Energy Services, Inc. *		131,990
	1,100	CARBO Ceramics, Inc.		135,663
	15,300	Clean Energy Fuels Corp. *		190,638
	6,700	Complete Production Services, Inc.*		224,852
	5,772	HollyFrontier Corp.		135,065

				964,128

		Financials — 4.8%
	7,100	Montpelier Re Holdings Ltd.		126,025
	6,000	MSCI, Inc., Class A *		197,580
	2,700	Ventas, Inc.		148,851

				472,456


Shares			Value

		Health Care — 13.2%
	3,000	athenahealth, Inc. *	$	147,360
	3,500	Catalyst Health Solutions, Inc. *		182,000
	5,300	Cepheid, Inc. *		182,373
	2,800	Cerner Corp. *		171,500
	3,000	Computer Programs & Systems, Inc.		153,330
	10,700	Mylan, Inc. *		229,622
	5,000	Onyx Pharmaceuticals, Inc. *		219,750

				1,285,935

		Industrials — 11.2%
	9,400	Colfax Corp. *		267,712
	8,900	Corrections Corp. of America *		181,293
	9,500	Greenbrier Cos., Inc./The *		230,660
	3,100	Lindsay Corp.		170,159
	11,100	Titan Machinery, Inc. *		241,203

				1,091,027

		Information Technology — 18.4%
	2,200	BMC Software, Inc. *		72,116
	6,500	Cognex Corp.		232,635
	2,700	F5 Networks, Inc. *		286,524
	4,000	NetApp, Inc. *		145,080
	8,900	NVIDIA Corp. *		123,354
	9,800	Riverbed Technology, Inc. *		230,300
	1,300	Salesforce.com, Inc. *		131,898
	1,600	SINA Corp. *		83,200
	10,400	Skyworks Solutions, Inc. *		168,688
	5,900	TIBCO Software, Inc. *		141,069
	5,900	Western Digital Corp. *		182,605

				1,797,469

See Notes which are an integral part of the Financial Statements.


		28

Huntington VA New Economy Fund

Portfolio of Investments (continued)

December 31, 2011


Shares			Value

		Common Stocks — (continued)
		Materials — 6.7%
	19,000	American Vanguard Corp.	$	253,460
	1,400	CF Industries Holdings, Inc.		202,972
	13,200	Titanium Metals Corp.		197,736

				654,168

		Utilities — 1.7%
	2,300	Alliant Energy Corp.		101,453
	1,200	National Fuel Gas Co.		66,696

				168,149

		Total Common Stocks (Cost $9,215,454)		8,298,220


Shares			Value
		Cash Equivalents — 15.1%
	1,472,346	Huntington Money Market Fund, Interfund Shares, 0.010% (a) (b)	$	1,472,346

		Total Cash Equivalents (Cost $1,472,346)		1,472,346

		Total Investments (Cost $10,687,800) — 100.1%		9,770,566

		Liabilities in Excess of Other Assets — (0.1)%		(12,086	)

		Net Assets — 100.0%	$	9,758,480

(a)	Investment in affiliate.

(b)	Rate disclosed is the seven day yield as of December 31, 2011.

*	Non-income producing security.

See Notes which are an integral part of the Financial Statements.


		29

H U N T I N G T O N F U N D S

Huntington VA Real Strategies Fund

Portfolio of Investments Summary Table (Unaudited)

December 31, 2011


Asset Allocation	Percentage of Market Value
Energy		25.4%
Materials		21.4%
Industrials		13.3%
Cash¹		12.2%
Real Estate Investment Trusts		8.7%
Real Estate Investments		5.9%
Consurmer Staples		5.6%
Exchange-Traded Funds		4.9%
Closed-End Fund		2.5%
Options Purchased		0.1%

Total		100.0%

¹	Investments in an affiliated money market fund.

Portfolio of Investments

December 31, 2011


Shares			Value

		Common Stocks — 74.8%
		Consumer Staples — 5.6%
	1,060	Bunge Ltd.	$	60,632
	6,040	Dean Foods Co. *		67,648
	2,920	Smithfield Foods, Inc. *		70,898

				199,178

		Energy — 25.6%
	1,900	Cameco Corp.		34,295
	2,000	Canadian Natural Resources Ltd.		74,740
	2,900	Canadian Oil Sands Ltd.		66,117
	2,000	Chesapeake Energy Corp.		44,580
	2,840	El Paso Corp.		75,459
	1,470	Enterprise Products Partners LP		68,179
	576	HollyFrontier Corp.		13,478
	1,200	Hugoton Royalty Trust		22,632
	1,700	Linn Energy LLC		64,447
	1,000	National Oilwell Varco, Inc.		67,990
	2,000	Natural Resource Partners LP		54,220
	1,400	Petroleo Brasileiro SA ADR		34,790
	800	Rowan Cos., Inc. *		24,264
	1,200	Sasol Ltd. ADR		56,880
	400	Schlumberger Ltd.		27,324
	1,400	Spectra Energy Corp.		43,050
	886	StatoilHydro ASA ADR		22,690
	18,500	Uranium Energy Corp. *		56,610
	2,600	Valero Energy Corp.		54,730

				906,475

		Industrials — 13.4%
	1,200	AGCO Corp. *		51,564
	300	Canadian National Railway Co.		23,568
	1,900	Chicago Bridge & Iron Co. NV		71,820
	1,300	Deere & Co.		100,555
	2,100	Harsco Corp.		43,218


Shares			Value

		Industrials — (continued)
	1,100	Lindsay Corp.	$	60,379
	1,200	Robbins & Myers, Inc.		58,260
	700	Valmont Industries, Inc.		63,553

				472,917

		Materials — 21.5%
	650	Agrium, Inc.		43,621
	800	Allegheny Technologies, Inc.		38,240
	700	AngloGold Ashanti Ltd. ADR		29,715
	1,400	Barrick Gold Corp.		63,350
	400	BHP Billiton Ltd. ADR		28,252
	2,140	Cia de Minas Buenaventura SA		82,048
	2,700	Olin Corp.		53,055
	2,620	Pan American Silver Corp.		57,142
	1,110	Potash Corporation of Saskatchewan, Inc.		45,821
	400	Praxair, Inc.		42,760
	980	Rio Tinto PLC ADR		47,942
	1,000	Sociedad Quimica y Minera de Chile SA ADR		53,850
	3,170	Southern Copper Corp.		95,671
	1,900	Vale SA ADR		40,755
	1,000	Yara International ASA ADR		39,850

				762,072

		Real Estate Investment Trusts — 8.7%
	500	AvalonBay Communities, Inc.		65,300
	400	Boston Properties, Inc.		39,840
	4,700	Duke Realty Corp.		56,635
	2,100	Rayonier, Inc.		93,723
	703	Vornado Realty Trust		54,033

				309,531

		Total Common Stocks (Cost $2,539,309)		2,650,173

See Notes which are an integral part of the Financial Statements.


		30

Huntington VA Real Strategies Fund

Portfolio of Investments (continued)

December 31, 2011


Shares/ Contracts			Value

		Real Estate Investments (a)(b)(c) — 5.9%
		Discount Retail Portfolio II DST *	$	50,437
		Grocery & Pharmacy DST		49,152
		New York Power DST		49,952
		Scotts Gahanna LLC *		59,510

		Total Real Estate Investments (Cost $206,000)		209,051

		Exchange-Traded Funds — 4.9%
	2,700	Market Vectors Junior Gold Miners Fund		66,690
	400	Market Vectors Oil Services ETF		45,940
	2,100	PowerShares DB Agriculture Fund *		60,648

		Total Exchange-Traded Funds (Cost $208,529)		173,278

		Closed-End Fund — 2.5%
	4,500	Central Fund of Canada Ltd., Class A		88,200

		Total Closed-End Fund (Cost $74,634)		88,200

		Options Purchased — 0.1%
	15	iPath S&P 500 VIX Mid Term Futures ETN, Call @ $65, Expiring January 2012		1,575
	15	iPath S&P 500 VIX Mid Term Futures ETN, Put @ $55, Expiring January 2012		712
	5	Market Vectors Gold Miners ETF, Call @ $55, Expiring January 2012		240

		Total Options Purchased (Cost $24,180)		2,527


Shares			Value

		Cash Equivalents — 12.2%
	433,113	Huntington Money Market Fund, Interfund Shares, 0.010% (d) (e) (f)	$	433,113

		Total Cash Equivalents (Cost $433,113)		433,113

		Total Investments (Cost $3,485,765) — 100.4%		3,556,342

		Liabilities in Excess of Other Assets — (0.4)%		(15,556	)

		Net Assets — 100.0%	$	3,540,786

(a)	Illiquid security.

(b)	Investments are currently being valued according to the fair value procedures approved by the Pricing Committee.

(c)	Investments do not offer shares. Fair value represents direct ownership of Real Estate Investment.

(d)	Investment in affiliate.

(e)	Rate disclosed is the seven day yield as of December 31, 2011.

(f)	All or a portion of the security is held as collateral for written put options.

*	Non-income producing security.

ADR—American Depositary Receipt

DST—Delaware Statutory Trust

ETF—Exchange-Traded Fund

ETN—Exchange-Traded Note

LLC—Limited Liability Co.

LP—Limited Partnership

LLC—Limited Liability Co.

PLC—Public Liability Co.

See Notes which are an integral part of the Financial Statements.


		31

H U N T I N G T O N F U N D S

Huntington VA Rotating Markets Fund

Portfolio of Investments Summary Table (Unaudited)

December 31, 2011


Asset Allocation	Percentage of Market Value
Industrials		20.5%
Information Technology		16.9%
Consumer Staples		14.1%
Energy		11.6%
Consumer Discretionary		10.8%
Financials		8.8%
Health Care		7.5%
Telecommunication Services		4.2%
Materials		3.3%
Cash¹		2.3%

Total		100.0%

¹	Investments in an affiliated money market fund.

Portfolio of Investments

December 31, 2011


Shares			Value

		Common Stocks — 97.6%
		Consumer Discretionary — 10.9%
	3,800	Home Depot, Inc.	$	159,752
	3,900	McDonald’s Corp.		391,287
	4,000	Walt Disney Co./The		150,000

				701,039

		Consumer Staples — 14.1%
	3,900	Coca-Cola Co./The		272,883
	3,900	Kraft Foods, Inc., Class A		145,704
	3,900	Procter & Gamble Co.		260,169
	3,900	Wal-Mart Stores, Inc.		233,064

				911,820

		Energy — 11.5%
	3,900	Chevron Corp.		414,960
	3,900	Exxon Mobil Corp.		330,564

				745,524

		Financials — 8.8%
	3,900	American Express Co.		183,963
	3,900	Bank of America Corp.		21,684
	3,900	JPMorgan Chase & Co.		129,675
	3,900	Travelers Cos., Inc./The		230,763

				566,085

		Health Care — 7.5%
	3,900	Johnson & Johnson		255,762
	3,900	Merck & Co., Inc.		147,030
	3,900	Pfizer, Inc.		84,396

				487,188


Shares			Value

		Industrials — 20.5%
	3,900	3M Co.	$	318,747
	3,900	Boeing Co./The		286,065
	4,000	Caterpillar, Inc.		362,400
	3,900	General Electric Co.		69,849
	3,900	United Technologies Corp.		285,051

				1,322,112

		Information Technology — 16.8%
	4,000	Cisco Systems, Inc.		72,320
	4,000	Hewlett-Packard Co.		103,040
	3,900	Intel Corp.		94,575
	3,900	International Business Machines Corp.		717,132
	3,900	Microsoft Corp.		101,244

				1,088,311

		Materials — 3.3%
	4,000	Alcoa, Inc.		34,600
	3,900	Du Pont (E.I.) de Nemours & Co.		178,542

				213,142

		Telecommunication Services — 4.2%
	3,900	AT&T, Inc.		117,936
	3,900	Verizon Communications, Inc.		156,468

				274,404

		Total Common Stocks (Cost $5,306,862)		6,309,625

See Notes which are an integral part of the Financial Statements.


		32

Huntington VA Rotating Markets Fund

Portfolio of Investments (continued)

December 31, 2011


Shares			Value

		Cash Equivalents — 2.4%
	151,793	Huntington Money Market Fund, Interfund Shares, 0.010% (a) (b)	$	151,793

		Total Cash Equivalents (Cost $151,793)		151,793

		Total Investments (Cost $5,458,655) — 100.0%		6,461,418

		Other Assets in Excess of Liabilities — 0.0%		1,010

		Net Assets — 100.0%	$	6,462,428

(a)	Investment in affiliate.

(b)	Rate disclosed is the seven day yield as of December 31, 2011.

See Notes which are an integral part of the Financial Statements.


		33

H U N T I N G T O N F U N D S

Huntington VA Situs Fund

Portfolio of Investments Summary Table (Unaudited)

December 31, 2011


Asset Allocation	Percentage of Market Value
Information Technology		17.9%
Cash¹		13.6%
Industrials		12.9%
Energy		12.6%
Health Care		12.3%
Financials		11.4%
Consumer Discretionary		8.6%
Materials		6.5%
Utilities		1.5%
Consumer Staples		1.2%
Real Estate Investment Trusts		0.9%
Telecommunication Services		0.3%
Exchange-Traded Funds		0.3%

Total		100.0%

¹	Investments in an affiliated money market fund.

Portfolio of Investments

December 31, 2011



Shares			Value

		Common Stocks — 89.5%
		Bermuda — 1.7%
		Financials — 1.7%
	15,750	Arch Capital Group Ltd. *	$	586,373

		Brazil — 0.1%
		Consumer Staples — 0.1%
	1,000	Cia Brasileira de Distribuicao Grupo Pao de Acucar ADR		36,430

		Chile — 0.1%
		Materials — 0.1%
	800	Sociedad Quimica y Minera de Chile SA ADR		43,080

		Finland — 0.8%
		Industrials — 0.8%
	2,000	Cargotec Oyj		59,476
	4,200	Kone Oyj		217,949

				277,425

		Germany — 0.3%
		Consumer Discretionary — 0.2%
	1,500	Douglas Holding AG		53,963

		Health Care — 0.1%
	1,900	Stada Arzneimittel AG		47,331

				101,294

		Hong Kong — 0.2%
		Consumer Discretionary — 0.2%
	13,000	Television Broadcasts Ltd.		78,838



Shares			Value



		Ireland — 0.4%
		Consumer Staples — 0.4%
	3,500	Kerry Group PLC	$	128,111

		Japan — 0.5%
		Consumer Discretionary — 0.2%
	2,000	Honda Motor Co. Ltd. ADR		61,100

		Industrials — 0.1%
	3,500	Sato Corp.		43,471

		Information Technology — 0.2%
	14,800	Furuno Electric Co. Ltd.		70,952

				175,523

		Sweden — 0.0%
		Consumer Discretionary — 0.0%
	4,800	Haldex AB		17,575

		Switzerland — 0.2%
		Consumer Discretionary — 0.2%
	2,000	Garmin Ltd.		79,620

		United Kingdom — 0.5%
		Consumer Discretionary — 0.1%
	4,800	Concentric AB *		27,827

		Industrials — 0.4%
	26,424	HALMA PLC		135,598

				163,425

See Notes which are an integral part of the Financial Statements.


		34

Huntington VA Situs Fund

Portfolio of Investments (continued)

December 31, 2011


Shares			Value

		Common Stocks — (continued)
		United States — 84.7%
		Consumer Discretionary — 8.0%
	52,000	Cabela’s, Inc. *	$	1,321,840
	3,000	Jakks Pacific, Inc.		42,330
	1,500	Papa John’s International, Inc. *		56,520
	3,500	Ralph Lauren Corp.		483,280
	2,000	Rent-A-Center, Inc.		74,000
	25,000	Sonic Corp. *		168,250
	8,000	Sturm Ruger & Co., Inc.		267,680
	15,000	Urban Outfitters, Inc. *		413,400

				2,827,300

		Consumer Staples — 0.7%
	700	Darling International, Inc. *		9,303
	7,100	Fresh Del Monte Produce, Inc.		177,571
	1,500	Sanderson Farms, Inc.		75,195

				262,069

		Energy — 13.1%
	10,000	Alliance Resource Partners LP		755,800
	4,000	Atwood Oceanics, Inc. *		159,160
	6,500	Carbo Ceramics, Inc.		801,645
	11,000	Denbury Resources, Inc. *		166,100
	1,000	Dril-Quip, Inc. *		65,820
	4,000	GeoResources, Inc. *		117,240
	1,744	Helix Energy Solutions Group, Inc. *		27,555
	9,000	Lufkin Industries, Inc.		605,790
	8,000	Newfield Exploration Co. *		301,840
	16,000	OYO Geospace Corp. *		1,237,280
	5,000	SM Energy Co.		365,500

				4,603,730

		Financials — 10.2%
	30,000	Cullen/Frost Bankers, Inc.		1,587,300
	8,500	Equity One, Inc.		144,330
	2,000	Evercore Partners, Inc.		53,240
	1,200	EZCORP, Inc., Class A *		31,644
	8,000	International Bancshares Corp.		146,680
	15,000	Protective Life Corp.		338,400
	35,000	Raymond James Financial, Inc.		1,083,600
	5,000	SCBT Financial Corp.		145,050
	1,500	WSFS Financial Corp.		53,940

				3,584,184

		Health Care — 12.6%
	20,000	Albany Molecular Research, Inc. *		58,600
	4,500	AmSurg Corp. *		117,180
	650	Bio-Rad Laboratories, Inc., Class A *		62,426
	17,000	Cerner Corp. *		1,041,250
	15,000	Edwards LifeSciences Corp. *		1,060,500
	3,000	Healthways, Inc. *		20,580
	3,000	Kindred Healthcare, Inc. *		35,310
	18,000	Lincare Holdings, Inc.		462,780
	15,000	Myriad Genetics, Inc. *		314,100
	7,000	Osiris Therapeutics, Inc. *		37,450
	1	PharMerica Corp. *		15
	1,500	PSS World Medical, Inc. *		36,285
	20,000	Watson Pharmaceutical, Inc. *		1,206,800

				4,453,276


Shares			Value

		Industrials — 12.2%
	1,000	American Superconductor Corp. *	$	3,690
	5,000	BE Aerospace, Inc. *		193,550
	20,000	EnPro Industries, Inc. *		659,600
	12,000	Flowserve Corp.		1,191,840
	20,000	Harsco Corp.		411,600
	2,000	Mine Safety Appliances Co.		66,240
	10,000	Quanta Services, Inc. *		215,400
	1,000	Ryder System, Inc.		53,140
	22,000	Southwest Airlines Co.		188,320
	32,000	Trinity Industries, Inc.		961,920
	10,000	Watts Water Technologies, Inc., Class A		342,100

				4,287,400

		Information Technology — 18.4%
	10,000	ACI Worldwide, Inc. *		286,400
	17,000	Anixter International, Inc. *		1,013,880
	4,000	Black Box Corp.		112,160
	6,000	Cardtronics, Inc. *		162,360
	17,000	Diodes, Inc. *		362,100
	3,000	Exlservice Holdings, Inc. *		67,110
	3,000	Hutchinson Technology, Inc. *		4,500
	6,000	Imation Corp. *		34,380
	50,000	Jabil Circuit, Inc.		983,000
	27,000	Red Hat, Inc. *		1,114,830
	10,000	ScanSource, Inc. *		360,000
	10,000	Sigma Designs, Inc. *		60,000
	20,000	Standard Microsystems Corp. *		515,400
	28,000	Trimble Navigation Ltd. *		1,215,200
	10,000	TriQuint Semiconductor, Inc. *		48,700
	5,500	Tyler Technologies, Inc. *		165,605

				6,505,625

		Materials — 6.6%
	5,000	Albemarle Corp.		257,550
	7,000	Buckeye Technologies, Inc.		234,080
	3,000	Commercial Metals Co.		41,490
	2,500	Eagle Materials, Inc.		64,150
	7,000	Eastman Chemical Co.		273,420
	9,000	Owens-Illinois, Inc. *		174,420
	11,000	Quaker Chemical Corp.		427,790
	4,000	RTI International Metals, Inc. *		92,840
	4,800	Scotts Miracle-Gro Co., Class A		224,112
	2,000	Terra Nitrogen Co. LP		335,220
	5,000	Texas Industries, Inc. *		153,900
	1,000	United States Lime & Minerals, Inc.*		60,110

				2,339,082

		Real Estate Investment Trusts — 1.0%
	3,500	Camden Property Trust, 5.000%		217,840
	1,064	CBL & Associates Properties, Inc.		16,705
	5,000	Weingarten Realty Investors		109,100

				343,645

		Telecommunication Services — 0.3%
	12,300	General Communication, Inc., Class A *		120,417

See Notes which are an integral part of the Financial Statements.


		35

H U N T I N G T O N F U N D S

Huntington VA Situs Fund

Portfolio of Investments (continued)

December 31, 2011


Shares			Value

		Common Stocks — (continued)
		Utilities — 1.6%
	1,000	AGL Resources, Inc.	$	42,260
	5,000	Hawaiian Electric Industries, Inc.		132,400
	6,000	Portland General Electric Co.		151,740
	7,500	UGI Corp.		220,500
				546,900

				29,873,628

		Total Common Stocks (Cost $27,933,194)		31,561,322

		Exchange-Traded Funds — 0.3%
		United States — 0.3%
	3,500	iShares FTSE China 25 Index Fund		122,045

		Total Exchange-Traded Funds (Cost $89,145)		122,045


Shares			Value

		Cash Equivalents — 14.2%
	4,985,370	Huntington Money Market Fund, Interfund Shares, 0.010% (a) (b)	$	4,985,370

		Total Cash Equivalents (Cost $4,985,370)		4,985,370

		Total Investments (Cost $33,007,709) — 104.0%		36,668,737

		Liabilities in Excess of Other Assets — (4.0)%		(1,398,063	)

		Net Assets — 100.0%	$	35,270,674

(a)	Investment in affiliate.

(b)	Rate disclosed is the seven day yield as of December 31, 2011.

*	Non-income producing security.

ADR—American Depositary Receipt

LP—Limited Partnership

See Notes which are an integral part of the Financial Statements.


		36

Huntington VA Mortgage Securities Fund

Portfolio of Investments Summary Table (Unaudited)

December 31, 2011


Asset Allocation	Percentage of Market Value
U.S. Government Mortgage Backed Agencies		68.3%
U.S. Government Agencies		12.2%
Real Estate Investment Trusts		10.7%
Collateralized Mortgage Obligations		5.1%
Cash¹		3.7%

Total		100.0%

¹	Investments in an affiliated money market fund.

Portfolio of Investments

December 31, 2011


Principal Amount			Value

		U.S. Government Mortgage Backed Agencies — 68.2%
		Federal Home Loan Mortgage Corporation — 19.2%
	$ 17,229	Pool # M80982, 5.000%, 7/1/12	$	17,626
	12,593	Pool # M81004, 5.000%, 1/1/13		12,884
	8,993	Pool # B18052, 4.500%, 3/1/15		9,260
	18,721	Pool # J03237, 5.500%, 8/1/16		20,279
	10,760	Pool # E96459, 5.000%, 5/1/18		11,588
	109,918	Pool # J10396, 4.000%, 7/1/19		116,493
	10,772	Pool # G18008, 4.500%, 9/1/19		11,480
	5,864	Pool # G18015, 4.500%, 10/1/19		6,249
	47,947	Pool # G12286, 5.000%, 7/1/21		51,607
	39,394	Pool # G12297, 6.000%, 7/1/21		42,919
	43,664	Pool # G12425, 5.500%, 10/1/21		47,297
	64,388	Pool # E02402, 6.000%, 10/1/22		70,473
	31,792	Pool # C90779, 5.000%, 1/1/24		34,675
	11,585	Pool # C90837, 5.500%, 6/1/24		12,673
	127,344	Pool # G13629, 4.500%, 8/1/24		135,022
	124,492	Pool # J11053, 4.500%, 10/1/24		131,998
	231,615	Pool # J11829, 4.000%, 3/1/25		245,253
	165,407	Pool # E02696, 4.000%, 5/1/25		173,647
	25,766	Pool # C91000, 6.000%, 11/1/26		28,324
	239,429	Pool # D97248, 5.500%, 4/1/27		259,976
	81,069	Pool # C91175, 5.000%, 5/1/28		87,202
	157,790	Pool # C91251, 4.500%, 6/1/29		167,987
	214,632	Pool # C91284, 4.500%, 1/1/30		228,502
	237,166	Pool # C91296, 5.000%, 4/1/30		255,110
	34,111	Pool # 1G0865, 4.826%, 7/1/35 (a)		36,041
	76,812	Pool # A55565, 6.000%, 12/1/36		84,628
	83,998	Pool # G03498, 5.500%, 11/1/37		91,259
	307,932	Pool # A93316, 4.500%, 8/1/40		326,485
	252,166	Pool # A93936, 4.500%, 9/1/40		267,358
	451,315	Pool # A94008, 4.000%, 9/1/40		474,033
	293,276	Pool # G06784, 3.500%, 10/1/41		301,378

				3,759,706


Principal Amount			Value

		Federal National Mortgage Association — 38.4%
	$114,739	Pool # 786729, 5.500%, 8/1/19	$	125,686
	64,338	Pool # 254501, 5.500%, 9/1/22		70,574
	254,101	Pool # 962070, 4.000%, 3/1/23		268,070
	107,757	Pool # 889255, 5.000%, 3/1/23		116,118
	10,246	Pool # 254908, 5.000%, 9/1/23		11,074
	6,588	Pool # 255360, 5.000%, 8/1/24		7,202
	163,827	Pool # 935763, 4.000%, 11/1/24		174,881
	385,410	Pool # 932438, 4.000%, 1/1/25		406,597
	26,733	Pool # 255711, 5.500%, 4/1/25		29,324
	22,743	Pool # 357771, 5.000%, 5/1/25		24,866
	25,711	Pool # 255745, 5.500%, 5/1/25		28,202
	84,976	Pool # 255834, 4.500%, 6/1/25		92,105
	25,571	Pool # 255767, 5.500%, 6/1/25		28,049
	19,736	Pool # 255808, 5.000%, 7/1/25		21,504
	70,615	Pool # 255984, 4.500%, 11/1/25		76,230
	25,511	Pool # 256116, 6.000%, 2/1/26		28,135
	95,765	Pool # 257163, 5.000%, 4/1/28		103,564
	204,870	Pool # 257237, 4.500%, 6/1/28		219,495
	66,461	Pool # 257238, 5.000%, 6/1/28		71,874
	244,053	Pool # MA0022, 4.500%, 4/1/29		261,170
	162,090	Pool # MA0115, 4.500%, 7/1/29		173,358
	208,916	Pool # AC1219, 4.500%, 8/1/29		223,438
	139,965	Pool # MA0171, 4.500%, 9/1/29		149,694
	287,809	Pool # MA0443, 5.000%, 5/1/30		311,068
	210,729	Pool # MA0563, 4.000%, 11/1/30		222,687
	275,897	Pool # MA0776, 4.500%, 6/1/31		295,075
	231,479	Pool # MA0804, 4.000%, 7/1/31		244,614
	12,931	Pool # 721540, 5.000%, 7/1/33		13,984
	80,424	Pool # 746683, 5.500%, 10/1/33		89,575
	20,090	Pool # 786457, 5.290%, 7/1/34 (a)		21,566
	16,297	Pool # 845573, 5.402%, 2/1/36 (a)		17,404
	70,273	Pool # 831487, 5.500%, 4/1/36		76,666
	91,528	Pool # 745511, 5.000%, 4/1/36		98,939
	86,287	Pool # 868935, 5.500%, 5/1/36		94,136
	54,183	Pool # 903812, 5.500%, 12/1/36		59,112
	26,709	Pool # 907484, 6.000%, 1/1/37		29,439

See Notes which are an integral part of the Financial Statements.


		37

H U N T I N G T O N F U N D S

Huntington VA Mortgage Securities Fund

Portfolio of Investments (continued)

December 31, 2011


Principal Amount			Value


		U.S. Government Mortgage Backed Agencies — (continued)
		Federal National Mortgage Association — (continued)
	$216,091	Pool # AD7906, 5.000%, 7/1/40	$	233,690
	412,193	Pool # AD7724, 5.000%, 7/1/40		445,763
	458,277	Pool # AE4310, 4.000%, 9/1/40		481,846
	269,975	Pool # AE7535, 4.000%, 10/1/40		283,860
	246,993	Pool # AE0395, 4.500%, 10/1/40		262,883
	225,686	Pool # AE4628, 4.500%, 10/1/40		240,352
	259,081	Pool # AE8395, 4.000%, 11/1/40		272,406
	474,034	Pool # AH6655, 4.000%, 2/1/41		498,414
	497,780	Pool # AJ5469, 3.500%, 11/1/41		512,387

				7,517,076

		Government National Mortgage Association — 10.6%
	9,667	Pool # 3590, 5.500%, 8/20/19		10,550
	26,039	Pool # 3708, 5.500%, 5/20/20		28,376
	39,118	Pool # 3741, 4.500%, 8/20/20		42,515
	31,971	Pool # 683937, 6.000%, 2/15/23		34,937
	126,700	Pool # 666057, 5.000%, 3/15/23		137,718
	180,181	Pool # 4886, 4.500%, 12/20/25		194,900
	410,533	Pool # 3457, 4.500%, 10/20/33		450,611
	8,060	Pool # 3571, 6.500%, 6/20/34		9,216
	110,214	Pool # 605653, 5.500%, 8/15/34		124,353
	6,890	Pool # 3637, 5.500%, 11/20/34		7,776
	166,962	Pool # 3689, 4.500%, 3/20/35		183,105
	26,194	Pool # 3710, 5.000%, 5/20/35		29,126
	27,286	Pool # 650348, 5.500%, 11/15/35		30,744
	136,992	Pool # 676974, 5.500%, 5/15/38		153,881
	218,728	Pool # 733602, 5.000%, 4/15/40		243,546
	371,507	Pool # 4978, 4.500%, 3/20/41		405,976

				2,087,330

		Total U.S. Government Mortgage Backed Agencies (Cost $12,868,456)		13,364,112

		U.S. Government Agencies — 12.1%
		Federal Farm Credit Bank — 6.5%
	250,000	2.125%, 6/18/12		252,259
	500,000	1.500%, 11/16/15		511,027
	500,000	2.580%, 6/8/18		525,421

				1,288,707

		Federal Home Loan Bank — 4.3%
	500,000	3.125%, 12/8/17		548,857
	250,000	4.125%, 12/13/19		289,565

				838,422

		Federal National Mortgage Association — 1.3%
	250,000	1.125%, 9/17/13		252,956

		Total U.S. Government Agencies (Cost $2,251,697)		2,380,085


Shares			Value

		Common Stocks — 10.7%
		Real Estate Investment Trusts — 10.7%
	1,553	Acadia Realty Trust	$	31,277
	1,200	Alexandria Real Estate Equities, Inc.		82,764
	2,500	American Campus Communities, Inc.		104,900
	500	Associated Estates Realty Corp.		7,975
	500	BioMed Realty Trust, Inc.		9,040
	1,000	Boston Properties, Inc.		99,600
	500	Brookfield Office Properties, Inc.		7,820
	1,000	Cogdell Spencer, Inc.		4,250
	500	Colonial Properties Trust		10,430
	1,700	Coresite Realty Corp.		30,294
	100	DDR Corp.		1,217
	300	DiamondRock Hospitality Co.		2,892
	1,700	Digital Realty Trust, Inc.		113,339
	2,000	Douglas Emmett, Inc.		36,480
	4,200	Duke Realty Corp.		50,610
	700	DuPont Fabros Technology, Inc.		16,954
	1,800	EastGroup Properties, Inc.		78,264
	1,300	Equity Lifestyle Properties, Inc.		86,697
	1,100	Equity Residential		62,733
	800	Essex Property Trust, Inc.		112,408
	700	Excel Trust, Inc.		8,400
	300	Extra Space Storage, Inc.		7,269
	300	Federal Realty Investment Trust		27,225
	700	HCP, Inc.		29,001
	200	Health Care REIT, Inc.		10,906
	1,600	Home Properties, Inc.		92,112
	3,614	Host Hotels & Resorts, Inc.		53,379
	1,000	Kimco Realty Corp.		16,240
	1,500	Kite Realty Group Trust		6,765
	3,500	LaSalle Hotel Properties		84,735
	1,713	Macerich Co./The		86,678
	1,600	Mack-Cali Realty Corp.		42,704
	900	National Retail Properties, Inc.		23,742
	1,400	Pennsylvania Real Estate Investment Trust		14,616
	100	Post Properties, Inc.		4,372
	946	ProLogis, Inc.		27,046
	800	Public Storage, Inc.		107,568
	400	Regency Centers Corp.		15,048
	200	Sabra Health Care REIT, Inc.		2,418
	1,100	Simon Property Group, Inc.		141,834
	600	SL Green Realty Corp.		39,984
	200	Sovran Self Storage, Inc.		8,534
	1,400	Tanger Factory Outlet Centers, Inc.		41,048
	816	UDR, Inc.		20,482
	2,286	Ventas, Inc.		126,027
	616	Vornado Realty Trust		47,346
	2,800	Weingarten Realty Investors		61,096
	200	Westfield Group		1,598
	200	Westfield Retail Trust		509

		Total Common Stocks (Cost $1,738,939)		2,098,626

See Notes which are an integral part of the Financial Statements.


		38

Huntington VA Mortgage Securities Fund

Portfolio of Investments (continued)

December 31, 2011


Principal Amount			Value

		Collateralized Mortgage Obligations — 5.1%
		Federal Home Loan Bank — 1.2%
	$ 81,478	Series 00-0606, 5.270%, 12/28/12	$	84,360
	26,751	Series 6B-2012, 5.125%, 4/25/12		27,075
	69,125	Series 7I-2012, 5.000%, 6/15/12		70,277
	27,919	Series SK-2012, 5.140%, 8/18/15		30,066
	18,587	Series Z2-2013, 4.800%, 2/25/13		19,202

				230,980

		Federal Home Loan Mortgage Corporation — 2.4%
	89,324	Series 2541, 5.500%, 11/15/20		89,985
	25,934	Series 2542, 5.500%, 2/15/22		26,224
	35,221	Series 2672, 5.500%, 8/15/31		36,300
	32,209	Series 2770, 4.000%, 1/15/18		33,005
	200,000	Series 2784, 4.000%, 4/15/19		213,853
	24,386	Series R005, 5.500%, 12/15/18		24,765
	57,549	Series R010, 5.500%, 12/15/19		59,144

				483,276

		Federal National Mortgage Association — 0.2%
	30,613	Series 1999-13, 6.000%, 4/25/29		34,345

		Government National Mortgage Association — 1.1%
	200,000	Series 2005-55, 5.000%, 5/20/32		206,704
	7,021	Series 2008-87, 5.500%, 4/20/36		7,028

				213,732

		Residential Whole Loans — 0.2%
	35,122	Citicorp Mortgage Securities, Inc., 5.500%, 10/25/35		34,599

		Total Collateralized Mortgage Obligations (Cost $958,977)		996,932


Shares			Value

		Cash Equivalents — 3.7%
	724,088	Huntington Money Market Fund, Interfund Shares, 0.010% (b) (c)	$	724,088

		Total Cash Equivalents (Cost $724,088)		724,088

		Total Investments (Cost $18,542,157) — 99.8%		19,563,843

		Other Assets in Excess of Liabilities — 0.2%		29,854

		Net Assets — 100.0%	$	19,593,697

(a)	Variable or Floating Rate Security. Rate disclosed is as of December 31, 2011.

(b)	Investment in affiliate.

(c)	Rate disclosed is the seven day yield as of December 31, 2011.

See Notes which are an integral part of the Financial Statements.


		39

H U N T I N G T O N F U N D S

Huntington Funds

Statements of Assets and Liabilities

December 31, 2011


	Huntington VA Balanced Fund			Huntington VA Dividend Capture Fund			Huntington VA Growth Fund			Huntington VA Income Equity Fund
Assets:
Investments, at cost	$	37,321,103		$	30,371,068		$	16,152,883		$	18,503,732

Investments, at value	$	—		$	31,200,695		$	16,034,749		$	19,759,025
Investments in affiliated securities, at value		39,280,807			586,341			1,057,957			208,178

Total investments		39,280,807			31,787,036			17,092,706			19,967,203
Cash		—			3,700			—			—
Income receivable		27,263			99,820			19,655			70,287
Receivable for investments sold		—			—			1,603,936			—
Receivable for shares sold		20,653			3,692			791			9,846
Receivable from Advisor		13,045			—			—			—
Prepaid expenses and other assets		2,534			2,377			2,116			2,152

Total assets		39,344,302			31,896,625			18,719,204			20,049,488
Liabilities:
Payable for investments purchased		—			—			1,079,210			—
Payable for shares redeemed		936			36,298			6,809			183
Accrued expenses and other payables
Investment advisor fees		—			16,141			9,019			10,085
Administration fees		6,023			4,902			2,739			3,063
Custodian fees		623			1,473			850			961
Professional fees		3,916			3,097			1,756			1,930
Financial administration fees		300			1,931			1,116			1,321
Printing and postage		5,819			4,800			2,805			2,958
Transfer agent fees		1,587			1,463			1,089			1,228
Compliance service fees		454			229			145			133
Other		491			434			316			415

Total Liabilities		20,149			70,768			1,105,854			22,277

Net Assets	$	39,324,153		$	31,825,857		$	17,613,350		$	20,027,211

Net Assets consist of:
Paid in capital	$	36,950,345		$	40,356,839		$	18,659,583		$	23,217,011
Net unrealized appreciation of investments, options and translations of assets and liabilities in foreign currency		1,959,704			1,415,968			939,823			1,463,471
Accumulated net realized loss on investments, options and foreign currency transactions		(243,099	)		(11,172,163	)		(2,061,031	)		(5,423,349	)
Accumulated net investment income		657,203			1,225,213			74,975			770,078

Net Assets	$	39,324,153		$	31,825,857		$	17,613,350		$	20,027,211

Shares Outstanding		2,941,346			3,163,191			2,328,750			2,219,650

Net Asset Value, Redemption Price and Offering Price Per Share:
(Net asset value, offering and redemption price per share)	$	13.37		$	10.06		$	7.56		$	9.02

See Notes which are an integral part of the Financial Statements.


		40

Huntington Funds

Statements of Assets and Liabilities

December 31, 2011


	Huntington VA International Equity Fund			Huntington VA Macro 100 Fund			Huntington VA Mid Corp America Fund		Huntington VA New Economy Fund
Assets:
Investments, at cost	$	26,200,757		$	5,827,849		$	11,528,575	$	10,687,800

Investments, at value	$	23,218,543		$	5,855,692		$	15,145,076	$	8,298,220
Investments in affiliated securities, at value		2,788,095			277,908			1,329,367		1,472,346

Total investments		26,006,638			6,133,600			16,474,443		9,770,566
Cash		3,408			—			—		—
Foreign currencies, at value (Cost $10, $-, $- and $-)		13			—			—		—
Income receivable		64,039			8,300			20,420		1,762
Receivable for investments sold		4,490			—			—		—
Receivable for shares sold		27,293			25,639			100		791
Tax reclaims receivable		9,086			—			—		—
Prepaid expenses and other assets		2,268			1,906			2,086		1,982

Total assets		26,117,235			6,169,445			16,497,049		9,775,101
Liabilities:
Payable for shares redeemed		986			40			5,417		4,565
Accrued expenses and other payables
Investment advisor fees		13,058			3,098			8,419		5,029
Administration fees		3,965			941			2,556		1,527
Custodian fees		3,237			306			869		552
Professional fees		2,706			577			1,618		915
Financial administration fees		2,379			1,678			2,372		1,235
Printing and postage		3,940			965			2,493		1,498
Transfer agent fees		1,343			852			1,244		981
Compliance service fees		262			40			92		37
Other		402			260			377		282

Total Liabilities		32,278			8,757			25,457		16,621

Net Assets	$	26,084,957		$	6,160,688		$	16,471,592	$	9,758,480

Net Assets consist of:
Paid in capital	$	28,848,968		$	8,218,650		$	10,159,511	$	13,279,756
Net unrealized appreciation (depreciation) of investments, options and translations of assets and liabilities in foreign currency		(194,707	)		305,751			4,945,868		(917,234	)
Accumulated net realized gain (loss) on investments, options and foreign currency transactions		(2,953,500	)		(2,408,281	)		1,305,487		(2,604,042	)
Accumulated net investment income		384,196			44,568			60,726		—

Net Assets	$	26,084,957		$	6,160,688		$	16,471,592	$	9,758,480

Shares Outstanding		2,065,513			697,001			965,169		883,825

Net Asset Value, Redemption Price and Offering Price Per Share:
(Net asset value, offering and redemption price per share)	$	12.63		$	8.84		$	17.07	$	11.04

See Notes which are an integral part of the Financial Statements.


		41

H U N T I N G T O N F U N D S

Huntington Funds

Statements of Assets and Liabilities

December 31, 2011


	Huntington VA Real Strategies Fund			Huntington VA Rotating Markets Fund			Huntington VA Situs Fund			Huntington VA Mortgage Securities Fund
Assets:
Investments, at cost	$	3,485,765		$	5,458,655		$	33,007,709		$	18,542,157

Investments, at value	$	3,123,229		$	6,309,625		$	31,683,367		$	18,839,755
Investments in affiliated securities, at value		433,113			151,793			4,985,370			724,088

Total investments		3,556,342			6,461,418			36,668,737			19,563,843
Cash		81			—			—			59
Income receivable		2,116			8,163			18,944			57,960
Receivable for shares sold		4,019			819			118,823			1,045
Tax reclaims receivable		—			—			1,719			—
Prepaid expenses and other assets		1,863			1,911			2,348			2,195

Total assets		3,564,421			6,472,311			36,810,571			19,625,102
Liabilities:
Options written, at value (premium received $32,207, $-, $-and $-)		17,661			—			—			—
Payable for investments purchased		—			—			1,497,645			—
Payable for shares redeemed		568			1,769			5,102			1,055
Accrued expenses and other payables
Investment advisor fees		1,744			3,293			17,726			9,929
Administration fees		530			1,000			5,383			3,015
Custodian fees		171			309			1,279			903
Professional fees		326			609			3,519			1,795
Financial administration fees		1,429			769			2,012			9,989
Printing and postage		421			1,016			4,944			2,906
Transfer agent fees		643			851			1,462			1,230
Compliance service fees		32			43			380			163
Other		110			224			445			420

Total Liabilities		23,635			9,883			1,539,897			31,405

Net Assets	$	3,540,786		$	6,462,428		$	35,270,674		$	19,593,697

Net Assets consist of:
Paid in capital	$	3,444,500		$	6,242,109		$	33,020,872		$	18,390,300
Net unrealized appreciation of investments, options and translations of assets and liabilities in foreign currency		85,123			1,002,763			3,660,927			1,021,686
Accumulated net realized gain (loss) on investments, options and foreign currency transactions		19,832			(880,141	)		(1,447,720	)		(302,216	)
Accumulated net investment income (loss)		(8,669	)		97,697			36,595			483,927

Net Assets	$	3,540,786		$	6,462,428		$	35,270,674		$	19,593,697

Shares Outstanding		421,480			546,860			2,374,766			1,651,857

Net Asset Value, Redemption Price and Offering Price Per Share:
(Net asset value, offering and redemption price per share)	$	8.40		$	11.82		$	14.85		$	11.86

See Notes which are an integral part of the Financial Statements.


		42

Huntington Funds

Statements of Operations

Year Ended December 31, 2011


	Huntington VA Balanced Fund			Huntington VA Dividend Capture Fund			Huntington VA Growth Fund			Huntington VA Income Equity Fund
Investment Income:
Dividend income	$	—		$	1,585,422		$	259,586		$	998,572
Dividend income from affiliated securities		691,187			61			34			27
Foreign dividend taxes withheld		—			(24,022	)		(2,575	)		(32,719	)

Total investment income		691,187			1,561,461			257,045			965,880

Expenses:
Investment advisor fees		33,949			199,182			110,214			127,280
Administration fees		61,855			60,485			33,469			38,651
Custodian fees		3,727			9,069			5,059			5,853
Transfer and dividend disbursing agent fees and expenses		10,720			10,706			9,067			9,461
Trustees’ fees		2,754			2,775			1,480			1,781
Professional fees		8,548			7,190			4,053			4,514
Financial administration fees		1,125			6,996			3,796			4,730
Printing and postage		22,701			17,439			9,621			11,023
Insurance premiums		2,812			3,039			2,568			2,694
Compliance service fees		1,923			1,828			1,024			1,161
Other		7,033			1,972			3,035			2,386

Total expenses		157,147			320,681			183,386			209,534

Investment advisory fees waived		(33,949	)		—			—			—
Reimbursement from advisor		(89,216	)		—			—			—

Net expenses		33,982			320,681			183,386			209,534

Net Investment income		657,205			1,240,780			73,659			756,346

Net Realized/Unrealized Gain (Loss) on Investments Options and Foreign Currency Transactions:
Net realized gain on investment transactions		—			2,484,913			422,336			978,066
Net realized loss on transactions of affiliates		(161,106	)		—			—			—
Net realized gain on option transactions		—			—			20,046			2,194

Net realized gain (loss) on investments, options and translation of assets and liabilities in foreign currency transactions		(161,106	)		2,484,913			442,382			980,260

Net change in unrealized depreciation of investments, options and translation of assets and liabilities in foreign currency		(91,120	)		(1,520,449	)		(966,798	)		(304,346	)

Net realized and unrealized gain (loss) on investments options and foreign currency transactions		(252,226	)		964,464			(524,416	)		675,914

Change in net assets resulting from operations	$	404,979		$	2,205,244		$	(450,757	)	$	1,432,260

See Notes which are an integral part of the Financial Statements.


		43

H U N T I N G T O N F U N D S

Huntington Funds

Statements of Operations

Year Ended December 31, 2011


	Huntington VA International Equity Fund			Huntington VA Macro 100 Fund			Huntington VA Mid Corp America Fund			Huntington VA New Economy Fund
Investment Income:
Dividend income	$	760,750		$	118,002		$	254,768		$	87,932
Dividend income from affiliated securities		182			40			84			105
Foreign dividend taxes withheld		(68,424	)		(126	)		(973	)		(188	)

Total investment income		692,508			117,916			253,879			87,849

Expenses:
Investment advisor fees		148,253			39,028			112,938			69,605
Administration fees		45,020			11,851			34,296			21,137
Custodian fees		15,489			1,801			5,235			3,276
Transfer and dividend disbursing agent fees and expenses		9,789			7,822			9,296			8,414
Trustees’ fees		2,055			545			1,597			978
Professional fees		5,930			1,374			3,847			2,268
Financial administration fees		8,867			6,277			8,846			4,639
Printing and postage		13,285			3,983			9,897			6,077
Insurance premiums		2,685			2,278			2,627			2,436
Compliance service fees		1,394			353			1,025			616
Other		1,477			3,841			2,284			3,689

Total expenses		254,244			79,153			191,888			123,135

Net Investment income (loss)		438,264			38,763			61,991			(35,286	)

Net Realized/Unrealized Gain (Loss) on Investments Options and Foreign Currency Transactions:
Net realized gain (loss) on investment transactions		(62,181	)		304,411			2,383,834			1,610,329
Net realized loss on option transactions		—			—			—			(643,968	)
Net realized loss on foreign currency transactions		(13,097	)		—			—			—

Net realized gain (loss) on investments, options and translation of assets and liabilities in foreign currency transactions		(75,278	)		304,411			2,383,834			966,361

Net change in unrealized depreciation of investments, options and translation of assets and liabilities in foreign currency		(3,427,524	)		(459,421	)		(2,887,980	)		(2,407,968	)

Net realized and unrealized loss on investments options and foreign currency transactions		(3,502,802	)		(155,010	)		(504,146	)		(1,441,607	)

Change in net assets resulting from operations	$	(3,064,538	)	$	(116,247	)	$	(442,155	)	$	(1,476,893	)

See Notes which are an integral part of the Financial Statements.


		44

Huntington Funds

Statements of Operations

Year Ended December 31, 2011


	Huntington VA Real Strategies Fund			Huntington VA Rotating Markets Fund		Huntington VA Situs Fund			Huntington VA Mortgage Securities Fund
Investment Income:
Dividend income	$	64,602		$	175,988	$	289,590		$	46,320
Dividend income from affiliated securities		33			9		318			74
Interest income		—			—		—			577,047
Foreign dividend taxes withheld		(1,918	)		—		(1,494	)		(10	)

Total investment income		62,717			175,997		288,414			623,431

Expenses:
Investment advisor fees		20,232			40,795		174,827			115,396
Administration fees		6,144			12,388		53,089			35,042
Custodian fees		953			1,868		9,658			5,249
Transfer and dividend disbursing agent fees and expenses		7,340			7,858		10,204			9,233
Trustees’ fees		278			569		2,365			1,567
Professional fees		783			1,442		7,269			4,331
Financial administration fees		5,409			2,864		7,413			36,237
Printing and postage		1,594			3,603		16,722			9,573
Insurance premiums		2,161			2,294		2,689			2,568
Compliance service fees		183			371		1,643			1,041
Other		6,914			4,248		1,585			293

Total expenses		51,991			78,300		287,464			220,530

Net Investment income		10,726			97,697		950			402,901

Net Realized/Unrealized Gain (Loss) on Investments Options and Foreign Currency Transactions:
Net realized gain on investment transactions		44,578			104,371		801,666			4,225
Net realized gain on option transactions		36,564			—		—			—
Net realized loss on foreign currency transactions		—			—		(263	)		(1	)

Net realized gain on investments, options and translation of assets and liabilities in foreign currency transactions		81,142			104,371		801,403			4,224

Net change in unrealized appreciation/depreciation of investments, options and translation of assets and liabilities in foreign currency		(462,169	)		241,094		(1,158,137	)		595,218

Net realized and unrealized gain (loss) on investments options and foreign currency transactions		(381,027	)		345,465		(356,734	)		599,442

Change in net assets resulting from operations	$	(370,301	)	$	443,162	$	(355,784	)	$	1,002,343

See Notes which are an integral part of the Financial Statements.


		45

H U N T I N G T O N F U N D S

Huntington Funds

Statements of Changes in Net Assets


	Huntington VA Balanced Fund						Huntington VA Dividend Capture Fund
	Year Ended December 31, 2011			Year Ended December 31, 2010			Year Ended December 31, 2011			Year Ended December 31, 2010
Increase (Decrease) in Net Assets
Operations:
Net investment income	$	657,205		$	355,695		$	1,240,780		$	1,162,549
Net realized gain (loss) on investments		(161,106	)		(69,309	)		2,484,913			1,715,342
Net change in unrealized appreciation/depreciation of investments		(91,120	)		1,728,944			(1,520,449	)		1,632,830

Change in net assets resulting from operations		404,979			2,015,330			2,205,244			4,510,721

Distributions to Shareholders:
From net investment income		(355,696	)		(21,245	)		(1,161,458	)		(1,386,649	)
From net realized gain on investments		(1,630	)		—			—			—

Change in net assets resulting from distributions to shareholders		(357,326	)		(21,245	)		(1,161,458	)		(1,386,649	)

Change in net assets resulting from capital transactions		12,407,778			18,064,670			(2,842,867	)		(3,056,040	)

Change in net assets		12,455,431			20,058,755			(1,799,081	)		68,032
Net Assets:
Beginning of year		26,868,722			6,809,967			33,624,938			33,556,906

End of year	$	39,324,153		$	26,868,722		$	31,825,857		$	33,624,938

Accumulated net investment income included in net assets at end of year	$	657,203		$	355,694		$	1,225,213		$	1,162,547

Capital Transactions:
Shares Sold		13,389,240			18,536,992			5,148,394			4,703,605
Dividends reinvested		357,326			21,245			1,161,458			1,386,649
Shares redeemed		(1,338,788	)		(493,567	)		(9,152,719	)		(9,146,294	)

Net change resulting from capital transactions	$	12,407,778		$	18,064,670		$	(2,842,867	)	$	(3,056,040	)

Share Transactions:
Shares Sold		990,533			1,498,102			509,850			506,151
Dividends reinvested		26,747			1,762			115,110			159,202
Shares redeemed		(101,750	)		(40,514	)		(911,404	)		(997,616	)

Net change resulting from share transactions		915,530			1,459,350			(286,444	)		(332,263	)

See Notes which are an integral part of the Financial Statements.


		46

Huntington Funds

Statements of Changes in Net Assets


	Huntington VA Growth Fund						Huntington VA Income Equity Fund
	Year Ended December 31, 2011			Year Ended December 31, 2010			Year Ended December 31, 2011			Year Ended December 31, 2010
Increase (Decrease) in Net Assets
Operations:
Net investment income	$	73,659		$	30,868		$	756,346		$	583,639
Net realized gain on investments		442,382			1,722,708			980,260			1,837,422
Net change in unrealized appreciation/depreciation of investments		(966,798	)		(107,683	)		(304,346	)		(102,496	)

Change in net assets resulting from operations		(450,757	)		1,645,893			1,432,260			2,318,565

Distributions to Shareholders:
From net investment income		(27,515	)		(24,485	)		(566,505	)		(573,537	)

Change in net assets resulting from distributions to shareholders		(27,515	)		(24,485	)		(566,505	)		(573,537	)

Change in net assets resulting from capital transactions		(419,828	)		1,617,597			(2,636,859	)		(650,515	)

Change in net assets		(898,100	)		3,239,005			(1,771,104	)		1,094,513
Net Assets:
Beginning of year		18,511,450			15,272,445			21,798,315			20,703,802

End of year	$	17,613,350		$	18,511,450		$	20,027,211		$	21,798,315

Accumulated net investment income included in net assets at end of year	$	74,975		$	27,414		$	770,078		$	583,637

Capital Transactions:
Shares Sold		4,530,067			5,361,327			2,966,234			3,737,093
Dividends reinvested		27,515			24,485			566,505			573,537
Shares redeemed		(4,977,410	)		(3,768,215	)		(6,169,598	)		(4,961,145	)

Net change resulting from capital transactions	$	(419,828	)	$	1,617,597		$	(2,636,859	)	$	(650,515	)

Share Transactions:
Shares Sold		598,210			757,448			333,449			461,041
Dividends reinvested		3,620			3,671			62,666			75,865
Shares redeemed		(647,003	)		(531,551	)		(689,519	)		(613,994	)

Net change resulting from share transactions		(45,173	)		229,568			(293,404	)		(77,088	)

See Notes which are an integral part of the Financial Statements.


		47

H U N T I N G T O N F U N D S

Huntington Funds

Statements of Changes in Net Assets


	Huntington VA International Equity Fund						Huntington VA Macro 100 Fund
	Year Ended December 31, 2011			Year Ended December 31, 2010			Year Ended December 31, 2011			Year Ended December 31, 2010
Increase (Decrease) in Net Assets
Operations:
Net investment income	$	438,264		$	268,698		$	38,763		$	35,130
Net realized gain (loss) on investments		(75,278	)		(511,005	)		304,411			(350,721	)
Net change in unrealized appreciation/depreciation of investments		(3,427,524	)		2,170,204			(459,421	)		1,107,007

Change in net assets resulting from operations		(3,064,538	)		1,927,897			(116,247	)		791,416

Distributions to Shareholders:
From net investment income		(323,030	)		(244,844	)		(34,846	)		(50,145	)

Change in net assets resulting from distributions to shareholders		(323,030	)		(244,844	)		(34,846	)		(50,145	)

Change in net assets resulting from capital transactions		6,824,594			4,602,948			(303,138	)		283,938

Change in net assets		3,437,026			6,286,001			(454,231	)		1,025,209
Net Assets:
Beginning of year		22,647,931			16,361,930			6,614,919			5,589,710

End of year	$	26,084,957		$	22,647,931		$	6,160,688		$	6,614,919

Accumulated net investment income included in net assets at end of year	$	384,196		$	260,779		$	44,568		$	35,129

Capital Transactions:
Shares Sold		11,517,948			7,266,270			1,399,148			1,850,890
Dividends reinvested		323,030			244,844			34,846			50,145
Shares redeemed		(5,016,384	)		(2,908,166	)		(1,737,132	)		(1,617,097	)

Net change resulting from capital transactions	$	6,824,594		$	4,602,948		$	(303,138	)	$	283,938

Share Transactions:
Shares Sold		835,329			551,823			157,913			224,779
Dividends reinvested		25,719			19,955			3,929			6,615
Shares redeemed		(362,222	)		(223,923	)		(199,023	)		(198,356	)

Net change resulting from share transactions		498,826			347,855			(37,181	)		33,038

See Notes which are an integral part of the Financial Statements.


		48

Huntington Funds

Statements of Changes in Net Assets


	Huntington VA Mid Corp America Fund						Huntington VA New Economy Fund
	Year Ended December 31, 2011			Year Ended December 31, 2010			Year Ended December 31, 2011			Year Ended December 31, 2010
Increase (Decrease) in Net Assets
Operations:
Net investment income (loss)	$	61,991		$	77,365		$	(35,286	)	$	(38,889	)
Net realized gain on investments		2,383,834			745,882			966,361			413,935
Net change in unrealized appreciation/depreciation of investments		(2,887,980	)		3,100,180			(2,407,968	)		1,364,782

Change in net assets resulting from operations		(442,155	)		3,923,427			(1,476,893	)		1,739,828

Distributions to Shareholders:
From net investment income		(78,630	)		(123,644	)		—			(11,498	)

Change in net assets resulting from distributions to shareholders		(78,630	)		(123,644	)		—			(11,498	)

Change in net assets resulting from capital transactions		(3,323,703	)		(2,157,198	)		(1,435,499	)		(501,627	)

Change in net assets		(3,844,488	)		1,642,585			(2,912,392	)		1,226,703
Net Assets:
Beginning of year		20,316,080			18,673,495			12,670,872			11,444,169

End of year	$	16,471,592		$	20,316,080		$	9,758,480		$	12,670,872

Accumulated net investment income included in net assets at end of year	$	60,726		$	77,364		$	—		$	2,030

Capital Transactions:
Shares Sold		1,816,414			2,489,155			1,573,243			2,019,346
Dividends reinvested		78,630			123,644			—			11,498
Shares redeemed		(5,218,747	)		(4,769,997	)		(3,008,742	)		(2,532,471	)

Net change resulting from capital transactions	$	(3,323,703	)	$	(2,157,198	)	$	(1,435,499	)	$	(501,627	)

Share Transactions:
Shares Sold		104,174			160,510			130,514			176,292
Dividends reinvested		4,582			8,677			—			1,071
Shares redeemed		(295,427	)		(308,173	)		(248,390	)		(223,297	)

Net change resulting from share transactions		(186,671	)		(138,986	)		(117,876	)		(45,934	)

See Notes which are an integral part of the Financial Statements.


		49

H U N T I N G T O N F U N D S

Huntington Funds

Statements of Changes in Net Assets


	Huntington VA Real Strategies Fund						Huntington VA Rotating Markets Fund
	Year Ended December 31, 2011			Year Ended December 31, 2010			Year Ended December 31, 2011			Year Ended December 31, 2010
Increase (Decrease) in Net Assets
Operations:
Net investment income (loss)	$	10,726		$	(5,698	)	$	97,697		$	21,470
Net realized gain on investments		81,142			1,636			104,371			389,123
Net change in unrealized appreciation/depreciation of investments		(462,169	)		500,970			241,094			44,781

Change in net assets resulting from operations		(370,301	)		496,908			443,162			455,374

Distributions to Shareholders:
From net investment income		(5,592	)		(5,230	)		(21,470	)		(73,676	)

Change in net assets resulting from distributions to shareholders		(5,592	)		(5,230	)		(21,470	)		(73,676	)

Change in net assets resulting from capital transactions		896,349			1,362,555			(916,614	)		102,979

Change in net assets		520,456			1,854,233			(494,922	)		484,677
Net Assets:
Beginning of year		3,020,330			1,166,097			6,957,350			6,472,673

End of year	$	3,540,786		$	3,020,330		$	6,462,428		$	6,957,350

Accumulated net investment income (loss) included in net assets at end of year	$	(8,669	)	$	(7,641	)	$	97,697		$	21,470

Capital Transactions:
Shares Sold		1,237,780			1,650,462			655,665			1,562,561
Dividends reinvested		5,592			5,230			21,470			73,676
Shares redeemed		(347,023	)		(293,137	)		(1,593,749	)		(1,533,258	)

Net change resulting from capital transactions	$	896,349		$	1,362,555		$	(916,614	)	$	102,979

Share Transactions:
Shares Sold		134,954			207,292			56,901			148,441
Dividends reinvested		668			700			1,807			7,691
Shares redeemed		(38,397	)		(36,433	)		(138,399	)		(147,556	)

Net change resulting from share transactions		97,225			171,559			(79,691	)		8,576

See Notes which are an integral part of the Financial Statements.


		50

Huntington Funds

Statements of Changes in Net Assets


	Huntington VA Situs Fund						Huntington VA Mortgage Securities Fund
	Year Ended December 31, 2011			Year Ended December 31, 2010			Year Ended December 31, 2011			Year Ended December 31, 2010
Increase (Decrease) in Net Assets
Operations:
Net investment income	$	950		$	25,611		$	402,901		$	340,707
Net realized gain (loss) on investments		801,403			(169,213	)		4,224			13,516
Net change in unrealized appreciation/depreciation of investments		(1,158,137	)		5,483,759			595,218			240,809

Change in net assets resulting from operations		(355,784	)		5,340,157			1,002,343			595,032

Distributions to Shareholders:
From net investment income		(8,225	)		(83,106	)		(386,232	)		(316,096	)

Change in net assets resulting from distributions to shareholders		(8,225	)		(83,106	)		(386,232	)		(316,096	)

Change in net assets resulting from capital transactions		11,951,894			1,390,750			1,629,844			6,111,058

Change in net assets		11,587,885			6,647,801			2,245,955			6,389,994
Net Assets:
Beginning of year		23,682,789			17,034,988			17,347,742			10,957,748

End of year	$	35,270,674		$	23,682,789		$	19,593,697		$	17,347,742

Accumulated net investment income included in net assets at end of year	$	36,595		$	45,579		$	483,927		$	386,661

Capital Transactions:
Shares Sold		18,928,040			5,288,342			6,290,570			8,644,318
Dividends reinvested		8,225			83,106			386,232			316,096
Shares redeemed		(6,984,371	)		(3,980,698	)		(5,046,958	)		(2,849,356	)

Net change resulting from capital transactions	$	11,951,894		$	1,390,750		$	1,629,844		$	6,111,058

Share Transactions:
Shares Sold		1,259,300			415,761			536,119			751,755
Dividends reinvested		550			7,329			32,566			27,606
Shares redeemed		(465,166	)		(308,866	)		(426,704	)		(247,608	)

Net change resulting from share transactions		794,684			114,224			141,981			531,753

See Notes which are an integral part of the Financial Statements.


		51

H U N T I N G T O N F U N D S

Huntington Funds

Financial Highlights

(For a share outstanding throughout each period)


	Net Asset Value, Beginning of Period		Net Investment Income (Loss)			Net Realized and Unrealized Gain (Loss) on Investments			Total from Investment Operations			Distributions from Net Investment Income			Distributions from Net Realized Gain on Investment Transactions			Distributions from Return of Capital			Total Distributions
Huntington VA Balanced Fund
2008⁽²⁾	$	10.00		0.18			0.09			0.27			(0.01	)		—			—			(0.01	)
2009	$	10.26		0.13	⁽⁶⁾		1.68			1.81			(0.05	)		—			—			(0.05	)
2010	$	12.02		0.16			1.09			1.25			(0.01	)		—			—			(0.01	)
2011	$	13.26		0.17			0.06			0.23			(0.12	)		—	⁽⁷⁾		—			(0.12	)
Huntington VA Dividend Capture Fund
2007	$	13.61		0.47			(1.20	)		(0.73	)		(0.46	)		(0.65	)		—			(1.11	)
2008	$	11.77		0.58			(3.57	)		(2.99	)		(1.05	)		(0.58	)		(0.06	)		(1.69	)
2009	$	7.09		0.37			1.41			1.78			—			—			—			—
2010	$	8.87		0.38			0.91			1.29			(0.41	)		—			—			(0.41	)
2011	$	9.75		0.44			0.25			0.69			(0.38	)		—			—			(0.38	)

(1)	If applicable, certain fees were waived and/or reimbursed. If such waivers/reimbursements had not occurred, the ratios would have been as indicated.

(2)	Reflects operations for the period from November 10, 2008 (commencement of operations) to December 31, 2008.

(3)	Not Annualized.

(4)	Computed on an annualized basis.

(5)	Does not include the effect of expenses of underlying funds.

(6)	Per share net investment income (loss) has been calculated using the average shares method.

(7)	Amount is less than $0.005.

*	Total returns do not include any insurance, sales or administrative charges of variable annuity or life insurance contracts. If these were included, the returns would be lower.

See Notes which are an integral part of the Financial Statements.


		52


Net Asset Value, End of Period		Total Return*			Ratio of Net Expenses to Average Net Assets			Ratio of Net Investment Income (Loss) to Average Net Assets			Ratio of Expenses (Prior to Reimbursements) to Average Net Assets⁽¹⁾			Net Assets, End of Period (000 Omitted)		Portfolio Turnover Rate

$	10.26		2.68	%⁽³⁾		0.10	%⁽⁴⁾⁽⁵⁾		14.05	%⁽⁴⁾		31.88	%⁽⁴⁾⁽⁵⁾	$	234		19	%⁽³⁾
$	12.02		17.70	%		0.10	%⁽⁵⁾		1.11	%		0.61	%⁽⁵⁾	$	6,810		20	%
$	13.26		10.43	%		0.10	%⁽⁵⁾		2.08	%		0.45	%⁽⁵⁾	$	26,869		17	%
$	13.37		1.75	%		0.10	%⁽⁵⁾		1.94	%		0.46	%⁽⁵⁾	$	39,324		27	%

$	11.77		(6.13	)%		0.92	%		3.82	%		0.92	%	$	51,243		85	%
$	7.09		(28.08	)%		0.91	%		4.88	%		0.91	%	$	29,332		65	%
$	8.87		25.11	%		1.00	%		4.81	%		1.00	%	$	33,557		94	%
$	9.75		15.12	%		0.98	%		3.54	%		0.98	%	$	33,625		120	%
$	10.06		7.07	%		0.97	%		3.74	%		0.97	%	$	31,826		142	%


		53

H U N T I N G T O N F U N D S

Huntington Funds

Financial Highlights

(For a share outstanding throughout each period)


	Net Asset Value, Beginning of Period		Net Investment Income (Loss)		Net Realized and Unrealized Gain (Loss) on Investments			Total from Investment Operations			Distributions from Net Investment Income			Distributions from Net Realized Gain on Investment Transactions			Distributions from Return of Capital			Total Distributions
Huntington VA Growth Fund
2007	$	9.51		0.05		1.34			1.39			(0.04	)		—	⁽²⁾		—			(0.04	)
2008	$	10.86		0.05		(3.84	)		(3.79	)		(0.10	)		(0.83	)		—			(0.93	)
2009	$	6.14		0.01		0.97			0.98			—			—			—			—
2010	$	7.12		0.01		0.68			0.69			(0.01	)		—			—			(0.01	)
2011	$	7.80		0.03		(0.26	)		(0.23	)		(0.01	)		—			—			(0.01	)
Huntington VA Income Equity Fund
2007	$	12.62		0.27		(0.10	)		0.17			(0.24	)		(0.44	)		—			(0.68	)
2008	$	12.11		0.31		(4.58	)		(4.27	)		(0.56	)		(0.70	)		(0.01	)		(1.27	)
2009	$	6.57		0.22		1.20			1.42			—			—			—			—
2010	$	7.99		0.24		0.67			0.91			(0.23	)		—			—			(0.23	)
2011	$	8.67		0.38		0.23			0.61			(0.26	)		—			—			(0.26	)

(1)	If applicable, certain fees were waived and/or reimbursed. If such waivers/reimbursements had not occurred, the ratios would have been as indicated.

(2)	Amount is less than $0.005.

*	Total returns do not include any insurance, sales or administrative charges of variable annuity or life insurance contracts. If these were included, the returns would be lower.

See Notes which are an integral part of the Financial Statements.


		54


Net Asset Value, End of Period		Total Return*			Ratio of Net Expenses to Average Net Assets			Ratio of Net Investment Income (Loss) to Average Net Assets			Ratio of Expenses (Prior to Reimbursements) to Average Net Assets			Net Assets, End of Period (000 Omitted)		Portfolio Turnover Rate

$	10.86		14.70	%		0.94	%		0.52	%		0.96	%⁽¹⁾	$	23,172		111	%
$	6.14		(37.91	)%		0.87	%		0.46	%		0.87	%	$	12,661		84	%
$	7.12		15.96	%		0.99	%		0.19	%		0.99	%	$	15,272		118	%
$	7.80		9.72	%		1.02	%		0.19	%		1.02	%	$	18,511		331	%
$	7.56		(2.93	)%		1.00	%		0.40	%		1.00	%	$	17,613		137	%

$	12.11		0.94	%		0.91	%		1.97	%		0.91	%	$	36,332		116	%
$	6.57		(37.83	)%		0.92	%		2.85	%		0.92	%	$	18,187		96	%
$	7.99		21.61	%		0.97	%		3.28	%		0.97	%	$	20,704		96	%
$	8.67		11.79	%		1.00	%		2.81	%		1.00	%	$	21,798		107	%
$	9.02		7.06	%		0.99	%		3.57	%		0.99	%	$	20,027		199	%


		55

H U N T I N G T O N F U N D S

Huntington Funds

Financial Highlights

(For a share outstanding throughout each period)


	Net Asset Value, Beginning of Period		Net Investment Income (Loss)		Net Realized and Unrealized Gain (Loss) on Investments			Total from Investment Operations			Distributions from Net Investment Income			Distributions from Net Realized Gain on Investment Transactions			Distributions from Return of Capital			Total Distributions
Huntington VA International Equity Fund
2007	$	15.75		0.16		1.99			2.15			—	⁽²⁾		(0.03	)		—			(0.03	)
2008	$	17.87		0.26		(7.31	)		(7.05	)		(0.40	)		(0.36	)		—			(0.76	)
2009	$	10.06		0.23		3.14			3.37			(0.01	)		—			—			(0.01	)
2010	$	13.42		0.14		1.06			1.20			(0.16	)		—			—			(0.16	)
2011	$	14.46		0.17		(1.84	)		(1.67	)		(0.16	)		—			—			(0.16	)
Huntington VA Macro 100 Fund
2007	$	12.36		0.05		(0.34	)		(0.29	)		(0.05	)		(1.70	)		(0.18	)		(1.93	)
2008	$	10.14		0.16		(3.60	)		(3.44	)		(0.16	)		—			—			(0.16	)
2009	$	6.54		0.07		1.36			1.43			—			—			—			—
2010	$	7.97		0.05		1.06			1.11			(0.07	)		—			—			(0.07	)
2011	$	9.01		0.06		(0.18	)		(0.12	)		(0.05	)		—			—			(0.05	)

(1)	If applicable, certain fees were waived and/or reimbursed. If such waivers/reimbursements had not occurred, the ratios would have been as indicated.

(2)	Amount is less than $0.005.

*	Total returns do not include any insurance, sales or administrative charges of variable annuity or life insurance contracts. If these were included, the returns would be lower.

See Notes which are an integral part of the Financial Statements.


		56


Net Asset Value, End of Period		Total Return*			Ratio of Net Expenses to Average Net Assets			Ratio of Net Investment Income (Loss) to Average Net Assets			Ratio of Expenses (Prior to Reimbursements) to Average Net Assets⁽¹⁾			Net Assets, End of Period (000 Omitted)		Portfolio Turnover Rate

$	17.87		13.70	%		0.98	%		1.12	%		1.13	%	$	14,377		21	%
$	10.06		(40.56	)%		0.99	%		2.02	%		1.03	%	$	9,983		16	%
$	13.42		33.47	%		1.01	%		2.17	%		1.05	%	$	16,362		29	%
$	14.46		9.18	%		1.10	%		1.42	%		1.10	%	$	22,648		35	%
$	12.63		(11.55	)%		1.03	%		1.77	%		1.03	%	$	26,085		36	%

$	10.14		(2.79	)%		0.95	%		0.45	%		0.95	%	$	9,773		148	%
$	6.54		(33.91	)%		0.98	%		1.46	%		0.98	%	$	4,464		287	%
$	7.97		21.87	%		1.04	%		1.09	%		1.06	%	$	5,590		10	%
$	9.01		14.12	%		1.16	%		0.60	%		1.20	%	$	6,615		29	%
$	8.84		(1.33	)%		1.22	%		0.60	%		1.22	%	$	6,161		102	%


		57

H U N T I N G T O N F U N D S

Huntington Funds

Financial Highlights

(For a share outstanding throughout each period)


	Net Asset Value, Beginning of Period		Net Investment Income (Loss)			Net Realized and Unrealized Gain (Loss) on Investments			Total from Investment Operations			Distributions from Net Investment Income			Distributions from Net Realized Gain on Investment Transactions			Distributions from Return of Capital			Total Distributions
Huntington VA Mid Corp America Fund
2007	$	17.40		0.11			1.42			1.53			(0.11	)		(0.21	)		—			(0.32	)
2008	$	18.61		0.08			(6.95	)		(6.87	)		(0.19	)		(0.77	)		—			(0.96	)
2009	$	10.78		0.10			3.59			3.69			—			—			—			—
2010	$	14.47		0.08			3.19			3.27			(0.10	)		—			—			(0.10	)
2011	$	17.64		0.08			(0.57	)		(0.49	)		(0.08	)		—			—			(0.08	)
Huntington VA New Economy Fund
2007	$	17.66		0.10			2.10			2.20			(0.03	)		(0.38	)		—			(0.41	)
2008	$	19.45		0.03			(9.21	)		(9.18	)		(0.11	)		(2.04	)		(0.01	)		(2.16	)
2009	$	8.11		0.01			2.80			2.81			—			—			—			—
2010	$	10.92		(0.04	)		1.78			1.74			(0.01	)		—			—			(0.01	)
2011	$	12.65		(0.04	)		(1.57	)		(1.61	)		—			—			—			—

(1)	If applicable, certain fees were waived and/or reimbursed. If such waivers/reimbursements had not occurred, the ratios would have been as indicated.

*	Total returns do not include any insurance, sales or administrative charges of variable annuity or life insurance contracts. If these were included, the returns would be lower.

See Notes which are an integral part of the Financial Statements.


		58


Net Asset Value, End of Period		Total Return*			Ratio of Net Expenses to Average Net Assets			Ratio of Net Investment Income (Loss) to Average Net Assets			Ratio of Expenses (Prior to Reimbursements) to Average Net Assets			Net Assets, End of Period (000 Omitted)		Portfolio Turnover Rate

$	18.61		8.75	%		0.92	%		0.56	%		0.92	%	$	30,392		16	%
$	10.78		(38.83	)%		0.93	%		0.43	%		0.93	%	$	15,413		19	%
$	14.47		34.23	%		0.97	%		0.76	%		0.97	%	$	18,673		23	%
$	17.64		22.80	%		1.02	%		0.41	%		1.02	%	$	20,316		21	%
$	17.07		(2.77	)%		1.02	%		0.33	%		1.02	%	$	16,472		24	%

$	19.45		12.50	%		0.94	%		0.59	%		0.94	%	$	18,972		102	%
$	8.11		(52.65	)%		0.93	%		0.18	%		0.93	%	$	8,514		150	%
$	10.92		34.65	%		0.99	%		0.12	%		1.00	%⁽¹⁾	$	11,444		122	%
$	12.65		15.97	%		1.06	%		(0.33	)%		1.06	%	$	12,671		256	%
$	11.04		(12.73	)%		1.06	%		(0.30	)%		1.06	%	$	9,758		245	%


		59

H U N T I N G T O N F U N D S

Huntington Funds

Financial Highlights

(For a share outstanding throughout each period)


	Net Asset Value, Beginning of Period		Net Investment Income (Loss)			Net Realized and Unrealized Gain (Loss) on Investments			Total from Investment Operations			Distributions from Net Investment Income			Distributions from Net Realized Gain on Investment Transactions			Distributions from Return of Capital			Total Distributions
Huntington VA Real Strategies Fund
2007⁽²⁾	$	10.00		0.16			1.34			1.50			—			—			—			—
2008	$	11.50		0.04	⁽⁵⁾		(5.50	)		(5.46	)		(0.13	)		(0.21	)		(0.03	)		(0.37	)
2009	$	5.67		0.03			1.94			1.97			—			—			—			—
2010	$	7.64		(0.03	)		1.72			1.69			(0.02	)		—			—			(0.02	)
2011	$	9.31		0.03			(0.93	)		(0.90	)		(0.01	)		—			—			(0.01	)
Huntington VA Rotating Markets Fund
2007	$	14.57		0.15			1.16			1.31			(0.13	)		(0.71	)		—			(0.84	)
2008	$	15.04		0.15			(6.02	)		(5.87	)		(0.31	)		(1.01	)		—			(1.32	)
2009	$	7.85		0.12			2.50			2.62			—			—			—			—
2010	$	10.47		0.03			0.72			0.75			(0.12	)		—			—			(0.12	)
2011	$	11.10		0.18			0.58			0.76			(0.04	)		—			—			(0.04	)

(1)	If applicable, certain fees were waived and/or reimbursed. If such waivers/reimbursements had not occurred, the ratios would have been as indicated.

(2)	Reflects operations for the period from August 31, 2007 (commencement of operations) to December 31, 2007.

(3)	Not Annualized.

(4)	Computed on an annualized basis.

(5)	Per share net investment income (loss) has been calculated using the average shares method.

*	Total returns do not include any insurance, sales or administrative charges of variable annuity or life insurance contracts. If these were included, the returns would be lower.

See Notes which are an integral part of the Financial Statements.


		60


Net Asset Value, End of Period		Total Return*			Ratio of Net Expenses to Average Net Assets			Ratio of Net Investment Income (Loss) to Average Net Assets			Ratio of Expenses (Prior to Reimbursements) to Average Net Assets⁽¹⁾			Net Assets, End of Period (000 Omitted)		Portfolio Turnover Rate

$	11.50		15.00	%⁽³⁾		1.00	%⁽⁴⁾		4.35	%⁽⁴⁾		7.01	%⁽⁴⁾	$	241		34	%⁽³⁾
$	5.67		(49.00	)%		1.00	%		0.41	%		3.59	%	$	270		44	%
$	7.64		34.74	%		1.42	%		0.75	%		1.79	%	$	1,166		33	%
$	9.31		22.15	%		1.68	%		(0.28	)%		1.68	%	$	3,020		23	%
$	8.40		(9.63	)%		1.54	%		0.32	%		1.54	%	$	3,541		65	%

$	15.04		9.03	%		0.98	%		1.17	%		0.98	%	$	10,538		49	%
$	7.85		(42.03	)%		0.93	%		1.09	%		0.93	%	$	5,041		221	%
$	10.47		33.38	%		1.01	%		1.34	%		1.02	%	$	6,473		229	%
$	11.10		7.34	%		1.14	%		0.33	%		1.14	%	$	6,957		254	%
$	11.82		6.84	%		1.15	%		1.44	%		1.15	%	$	6,462		2	%

H U N T I N G T O N F U N D S


		61

Huntington Funds

Financial Highlights

(For a share outstanding throughout each period)


	Net Asset Value, Beginning of Period		Net Investment Income (Loss)			Net Realized and Unrealized Gain (Loss) on Investments			Total from Investment Operations			Distributions from Net Investment Income			Distributions from Net Realized Gain on Investment Transactions			Total Distributions
Huntington VA Situs Fund
2007	$	14.44		0.02			1.60			1.62			(0.05	)		(0.86	)		(0.91	)
2008	$	15.15		0.02			(6.18	)		(6.16	)		(0.03	)		(0.22	)		(0.25	)
2009	$	8.74		0.07			2.81			2.88			—			—			—
2010	$	11.62		0.01			3.41			3.42			(0.05	)		—			(0.05	)
2011	$	14.99		(0.01	)		(0.13	)		(0.14	)		—	⁽²⁾		—			—	⁽²⁾
Huntington VA Mortgage Securities Fund
2007	$	11.14		0.46	⁽⁴⁾		(0.04	)		0.42			(0.24	)		—	⁽²⁾		(0.24	)
2008	$	11.32		0.51			(0.27	)		0.24			(0.92	)		(0.02	)		(0.94	)
2009	$	10.62		0.32			0.26			0.58			—			—			—
2010	$	11.20		0.16			0.39			0.55			(0.26	)		—			(0.26	)
2011	$	11.49		0.23			0.38			0.61			(0.24	)		—			(0.24	)

(1)	If applicable, certain fees were waived and/or reimbursed. If such waivers/reimbursements had not occurred, the ratios would have been as indicated.

(2)	Amount is less than $0.005.

(3)	Rounds to less than 0.005%.

(4)	Per share net investment income (loss) has been calculated using the average shares method.

*	Total returns do not include any insurance, sales or administrative charges of variable annuity or life insurance contracts. If these were included, the returns would be lower.

See Notes which are an integral part of the Financial Statements.


		62


Net Asset Value, End of Period		Total Return*			Ratio of Net Expenses to Average Net Assets			Ratio of Net Investment Income (Loss) to Average Net Assets			Ratio of Expenses (Prior to Reimbursements) to Average Net Assets⁽¹⁾			Net Assets, End of Period (000 Omitted)		Portfolio Turnover Rate

$	15.15		11.37	%		0.94	%		0.19	%		0.94	%	$	19,246		29	%
$	8.74		(41.23	)%		0.95	%		0.18	%		0.95	%	$	11,510		21	%
$	11.62		32.95	%		1.01	%		0.73	%		1.01	%	$	17,035		10	%
$	14.99		29.61	%		1.02	%		0.13	%		1.02	%	$	23,683		19	%
$	14.85		(0.91	)%		0.99	%		—	%⁽³⁾		0.99	%	$	35,271		14	%

$	11.32		3.93	%		1.00	%		4.09	%		1.07	%	$	10,249		17	%
$	10.62		2.15	%		1.00	%		3.98	%		1.04	%	$	8,990		23	%
$	11.20		5.46	%		1.05	%		3.40	%		1.07	%	$	10,958		29	%
$	11.49		4.89	%		1.11	%		2.44	%		1.11	%	$	17,348		3	%
$	11.86		5.30	%		1.15	%		2.09	%		1.15	%	$	19,594		27	%


		63

H U N T I N G T O N F U N D S

Huntington Funds

Notes to Financial Statements

December 31, 2011

(1)

Organization

The Huntington Funds (the “Trust”) was originally two separate Massachusetts business trusts: The Huntington Funds, established on February 10, 1987, and Huntington VA Funds, established on June 30, 1999 (together, the “Original Trusts”). On June 23, 2006, the Original Trusts were reorganized into a single Delaware statutory trust that retained the name of The Huntington Funds. The Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. At December 31, 2011, the Trust operated 38 separate series, or mutual funds, each with its own investment objective and strategy. The Funds’ prospectus provides a description of each Fund’s investment objectives, policies and strategies along with information on the classes of shares currently being offered. The price at which the Funds will offer or redeem shares is the net asset value (“NAV”) per share next determined after the order is considered received. This report contains financial statements and financial highlights of the funds listed below (individually referred to as a “Fund”, or collectively as the “Funds”):

Huntington VA Balanced Fund (“VA Balanced Fund”)

Huntington VA Dividend Capture Fund (“VA Dividend Capture Fund”)

Huntington VA Growth Fund (“VA Growth Fund”)

Huntington VA Income Equity Fund (“VA Income Equity Fund”)

Huntington VA International Equity Fund (“VA International Equity Fund”)

Huntington VA Macro 100 Fund (“VA Macro 100 Fund”)

Huntington VA Mid Corp America Fund (“VA Mid Corp America Fund”)

Huntington VA New Economy Fund (“VA New Economy Fund”)

Huntington VA Real Strategies Fund (“VA Real Strategies Fund”)

Huntington VA Rotating Markets Fund (“VA Rotating Markets Fund”)

Huntington VA Situs Fund (“VA Situs Fund”)

Huntington VA Mortgage Securities Fund (“VA Mortgage Securities Fund”)

The assets of each Fund are segregated and a shareholder’s interest is limited to the Fund in which shares are held.

The Trust accounts for the assets, liabilities and operations of each Fund separately. Shares of the Funds are not offered directly to the public but, pursuant to an exemptive order granted by the Securities and Exchange Commission and procedures adopted by the Trust’s Board of Trustees (the “Trustees”), the Funds were sold during the year only to separate accounts of Hartford Life Insurance Company, Hartford Life and Annuity Insurance Company, Lincoln Insurance Company, Nationwide Insurance Company, Sun Life Assurance Company of Canada (U.S.) and Transamerica Life Insurance Company for use with their respective variable insurance contracts and policies.

Under the Trust’s organizational documents, its officers and Trustees are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In addition, in the normal course of business, the Trust may enter into contracts with vendors and others that provide for general indemnifications. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust. However, based on experience, the Trust expects that risk of loss to be remote.

(2)

Significant Accounting Policies

A.	Investment Valuations

The Trust calculates the NAV for each of the Funds by valuing securities held based on fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

In computing the NAV of the Funds, fair value is based on market valuations with respect to portfolio securities for which market quotations are readily available. Pursuant to Trustee-approved policies, the Trust relies on certain security pricing services to provide current market value of securities. Those security pricing services value equity securities (including foreign equity securities, exchange-traded funds and closed-end funds) traded on a securities exchange at the last reported sales price on the principal


		64

Huntington Funds

Notes to Financial Statements (continued)

December 31, 2011

exchange. Equity securities quoted by NASDAQ are valued at the NASDAQ official closing price. If there is no reported sale on the principal exchange, and in the case of over-the-counter securities, equity securities are valued at a bid price estimated by the security pricing service. Option contracts are generally valued using the closing price based on quote data from the six major U.S. options exchanges on which such options are traded.

Debt securities traded on a national securities exchange or in the over-the-counter market are valued at the last reported sales price on the principal exchange, except the U.S. government obligations held by the VA Mortgage Securities Fund are valued at the mean between the over-the-counter bid and asked prices furnished by the security pricing service. If there is no reported sale on the principal exchange, and for all other debt securities, debt securities are valued at a bid price estimated by the security pricing service. Foreign securities quoted in foreign currencies are translated in U.S. dollars at the foreign exchange rate in effect as of the close of the New York Stock Exchange (NYSE) (generally 4:00 p.m. Eastern Time), on the day the value of the foreign security is determined. 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 the NAV.

Under certain circumstances, a good faith determination of the fair value of a security may be used instead of its current market value, even if the security’s market price is readily available. In such circumstances, the Trust’s Sub- Administrator may request that the Trust’s Pricing Committee make its own fair value determination.


		65

H U N T I N G T O N F U N D S

Huntington Funds

Notes to Financial Statements (continued)

December 31, 2011

In accordance with the valuation procedures adopted by the Trustees, real estate investments are fair valued using methods such as, discounted cash flow models, various real estate debt spreads, and other market indicators, which the Trustees deem indicative of the estimated fair value of the real estate investments.


• Level 1		- quoted prices in active markets for identical assets.

• Level 2		- other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).

• Level 3		- significant unobservable inputs (including the Funds’ own assumptions in determining the fair value of investments).

The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those investments.


	LEVEL 1 - Quoted Prices				LEVEL 2 - Other Significant Observable Inputs					LEVEL 3 - Significant Unobservable Inputs				Total
Fund Name	Securities		Other Financial Investments*		Securities			Other Financial Investments*		Securities		Other Financial Investments*		Securities		Other Financial Investments*
VA Balanced Fund
Mutual Funds	$	38,484,862	$	—	$	—		$	—	$	—	$	—	$	38,484,862	$	—
Cash Equivalents		795,945		—		—			—		—		—		795,945		—

Total		39,280,807		—		—			—		—		—		39,280,807		—
VA Dividend Capture Fund
Common Stocks		23,068,164		—		—			—		—		—		23,068,164		—
Preferred Stocks		6,575,516		—		382,970	⁽¹⁾		—		—		—		6,958,486		—
Exchange-Traded Funds		1,174,045		—		—			—		—		—		1,174,045		—
Cash Equivalents		586,341		—		—			—		—		—		586,341		—

Total		31,404,066		—		382,970			—		—		—		31,787,036		—
VA Growth Fund
Common Stocks		16,034,749		—		—			—		—		—		16,034,749		—
Cash Equivalents		1,057,957		—		—			—		—		—		1,057,957		—

Total		17,092,706		—		—			—		—		—		17,092,706		—
VA Income Equity Fund
Common Stocks		19,759,025		—		—			—		—		—		19,759,025		—
Cash Equivalents		208,178		—		—			—		—		—		208,178		—

Total		19,967,203		—		—			—		—		—		19,967,203		—
VA International Equity Fund
Common Stocks		22,613,294		—		—			—		—		—		22,613,294		—
Exchange-Traded Funds		605,249		—		—			—		—		—		605,249		—
Cash Equivalents		2,788,095		—		—			—		—		—		2,788,095		—

Total		26,006,638		—		—			—		—		—		26,006,638		—
VA Macro 100 Fund
Common Stocks		5,855,692		—		—			—		—		—		5,855,692		—
Cash Equivalents		277,908		—		—			—		—		—		277,908		—

Total		6,133,600		—		—			—		—		—		6,133,600		—


		66

Huntington Funds

Notes to Financial Statements (continued)

December 31, 2011


	LEVEL 1 - Quoted Prices					LEVEL 2 - Other Significant Observable Inputs				LEVEL 3 - Significant Unobservable Inputs				Total
Fund Name	Securities		Other Financial Investments*			Securities		Other Financial Investments*		Securities		Other Financial Investments*		Securities		Other Financial Investments*
VA Mid Corp America Fund
Common Stocks	$	15,145,076	$	—		$	—	$	—	$	—	$	—	$	15,145,076	$	—
Cash Equivalents		1,329,367		—			—		—		—		—		1,329,367		—

Total		16,474,443		—			—		—		—		—		16,474,443		—
VA New Economy Fund
Common Stocks		8,298,220		—			—		—		—		—		8,298,220		—
Cash Equivalents		1,472,346		—			—		—		—		—		1,472,346		—

Total		9,770,566		—			—		—		—		—		9,770,566		—
VA Real Strategies Fund
Common Stocks		2,650,173		—			—		—		—		—		2,650,173		—
Real Estate Investments		—		—			—		—		209,051		—		209,051		—
Exchange-Traded Funds		173,278		—			—		—		—		—		173,278		—
Closed-End Funds		88,200		—			—		—		—		—		88,200		—
Options Purchased		2,527		—			—		—		—		—		2,527		—
Cash Equivalents		433,113		—			—		—		—		—		433,113		—
Written Options		—		(17,661	)		—		—		—		—		—		(17,661	)

Total		3,347,291		(17,661	)		—		—		209,051		—		3,556,342		(17,661	)
VA Rotating Markets Fund
Common Stocks		6,309,625		—			—		—		—		—		6,309,625		—
Cash Equivalents		151,793		—			—		—		—		—		151,793		—

Total		6,461,418		—			—		—		—		—		6,461,418		—
VA Situs Fund
Common Stocks		31,561,322		—			—		—		—		—		31,561,322		—
Exchange-Traded Funds		122,045		—			—		—		—		—		122,045		—
Cash Equivalents		4,985,370		—			—		—		—		—		4,985,370		—

Total		36,668,737		—			—		—		—		—		36,668,737		—
VA Mortgage Securities Fund
U.S. Government Mortgage Backed Agencies		—		—			13,364,112		—		—		—		13,364,112		—
U.S. Government Agencies		—		—			2,380,085		—		—		—		2,380,085		—
Common Stocks		2,098,626		—			—		—		—		—		2,098,626		—
Collateralized Mortgage Obligations		—		—			996,932		—		—		—		996,932		—
Cash Equivalents		724,088		—			—		—		—		—		724,088		—

Total		2,822,714		—			16,741,129		—		—		—		19,563,843		—

Other financial investments are derivative instruments not reflected on the Portfolio of Investments, such as written options contracts.

⁽¹⁾

Consists of Allianz SE, 8.375%, listed under Financials.

H U N T I N G T O N F U N D S


		67

Huntington Funds

Notes to Financial Statements (continued)

December 31, 2011

Following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value:


	Balance as of December 31, 2010		Change in unrealized appreciation (depreciation)			Transfers in Level 3^(a)		Transfers out of Level 3^(a)			Balance as of December 31, 2011
VA Situs Fund
Common Stocks^(b)	$	—	$	(2,407	)	$	29,247	$	(26,840	)	$	—
VA Real Strategies Fund
Real Estate Investments^(b)	$	—	$	3,051		$	206,000	$	—		$	209,051

^(a)

The amount of transfers in and/or out is reflected at the securities’ fair value on the date of the transfer.

^(b)

B.	Repurchase Agreements

C.	When-Issued and Delayed Transactions

D. Foreign Currency Translation

E.	Derivative Instruments

Foreign Exchange Contracts—VA International Equity Fund, VA Real Strategies Fund and VA Situs Fund may enter into forward foreign exchange contracts. A forward foreign exchange contract involves an obligation to purchase or sell a specific currency at a future date at a price set at the time of the contract. Such contracts are used to sell unwanted currency exposure that comes with holding securities in a market, or to buy currency exposure where the exposure from holding securities is insufficient to provide the desired currency exposure. The contracts are marked-to-market daily and the change in market value is recorded as unrealized appreciation or depreciation. When a forward foreign currency contract is closed, a Fund records a realized gain or loss equal to the difference between the value at the time it was opened and the value at the time it was closed. These unrealized


		68

Huntington Funds

Notes to Financial Statements (continued)

December 31, 2011

and realized gains and losses are reported on the Statement of Operations. The Funds could be exposed to risks if the counterparties to the contracts are unable to meet the terms of their contracts and from unanticipated movements in exchange rates. At December 31, 2011, VA International Equity Fund, VA Real Strategies Fund and VA Situs Fund did not have any forward foreign exchange contracts outstanding.

Written Options Contracts—Certain of the Funds may write options contracts for which premiums received are recorded as liabilities and are subsequently adjusted to the current value of the options written. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are either exercised or closed are offset against the proceeds received or amount paid on the transaction to determine realized gains or losses. Investing in written options contracts exposes a Fund to equity price risk.

The following is a summary of VA Growth Fund’s written option activity for the year ended December 31, 2011:


Contracts	Number of Contracts			Premium
Outstanding at 12/31/2010		—		$	—
Options written		232			28,958
Options expired		(98	)		(20,046	)
Options closed		—			—
Options exercised		(134	)		(8,912	)

Outstanding at 12/31/2011		—		$	—

The following is a summary of VA Income Equity Fund’s written option activity for the year ended December 31, 2011:


Contracts	Number of Contracts			Premium
Outstanding at 12/31/2010		—		$	—
Options written		630			35,919
Options expired		(465	)		(30,139	)
Options closed		(115	)		(2,530	)
Options exercised		(50	)		(3,250	)

Outstanding at 12/31/2011		—		$	—

The following is a summary of VA New Economy Fund’s written option activity for the year ended December 31, 2011:


Contracts	Number of Contracts			Premium
Outstanding at 12/31/2010		185		$	115,244
Options written		3,395			1,631,130
Options expired		(83	)		(18,835	)
Options closed		(3,364	)		(1,659,192	)
Options exercised		(133	)		(68,347	)

Outstanding at 12/31/2011		—		$	—

The following is a summary of VA Real Strategies Fund’s written option activity for the year ended December 31, 2011:


Contracts	Number of Contracts			Premium
Outstanding at 12/31/2010		95		$	22,750
Options written		514			122,128
Options expired		(267	)		(49,856	)
Options closed		(216	)		(51,867	)
Options exercised		(60	)		(10,948	)

Outstanding at 12/31/2011		66		$	32,207


		69

H U N T I N G T O N F U N D S

Huntington Funds

Notes to Financial Statements (continued)

December 31, 2011

At December 31, 2011, VA Real Strategies Fund had the following outstanding options:

WRITTEN OPTION CONTRACTS


Contract	Type		Expiration Date		Exercise Price		Number of Contracts		Fair Value		Unrealized Appreciation (Depreciation)
Agnico-Eagle Mines Ltd.		Put		January 2012	$	42.50		8	$	5,060	$	(3,447	)
iPath S&P 500 VIX		Put		January 2012		60		15		3,675		8,265
Transocean Ltd.		Put		January 2012		42.50		8		3,480		(2,243	)
Fluor Corp.		Put		January 2012		52.50		10		2,800		2,101
Mosaic Co./The		Put		January 2012		50		8		1,552		1,903
Baker Hughes Inc.		Put		January 2012		48		7		1,064		577
SPDR Gold Trust		Put		January 2012		125		10		30		7,390
NET UNREALIZED APPRECIATION ON WRITTEN OPTION CONTRACTS											$	14,546

The following is a summary of VA Situs Fund’s written option activity for the year ended December 31, 2011:


Contracts	Number of Contracts			Premium
Outstanding at 12/31/2010		—		$	—
Options written		50			15,350
Options closed		(50	)		(15,350	)

Outstanding at 12/31/2011		—		$	—

The fair value of Derivative Instruments as of December 31, 2011 is as follows:


	Asset Derivatives	Liability Derivatives
Primary Risk Exposure	Statements of Assets and Liabilities Location	Statements of Assets and Liabilities Location	Fund	Fair Value
Option Contracts		Options Written, at value	VA Real Strategies Fund	$	17,661
	Investments (purchased options), at value		VA Real Strategies Fund		2,527

The effect of Derivative Instruments on the Statements of Operations for the year ended December 31, 2011 is as follows:


Primary Risk Exposure	Location of Gain (Loss) on Derivatives Recognized in Income	Fund	Realized Gain (Loss) on Derivatives Recognized in Income			Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income
Option Contracts	Net Realized gain (loss) on option transactions/net change in unrealized appreciation(depreciation) of investments and options	VA Growth Fund	$	20,046		$	—
		VA Income Equity Fund		2,194			—
		VA New Economy Fund		(643,968	)		146,388
		VA Real Strategies Fund		36,564			(921	)

The notional value of the written options contracts outstanding at December 31, 2011 and the month-end average notional amount for the fiscal year ended December 31, 2011 are detailed in the table below:


Portfolio	Average Month-End Notional Amount		December 31, 2011 Notional Amount
VA Growth Fund	$	814,750	$	—
VA Income Equity Fund		2,001,208		—
VA New Economy Fund		2,328,485		—
VA Real Strategies Fund		753,808		616,600


		70

Huntington Funds

Notes to Financial Statements (continued)

December 31, 2011

Derivative positions during the period and at period end are reflected for each Fund in the tables presented above. The volume of these positions relative to each Fund’s net assets at the close of the reporting period is generally higher than the volume of such positions at the beginning of the reporting period. The Funds value derivative instruments at fair value and recognize changes in fair value currently in the results on operations.

F.	Securities Lending

To generate additional income, the Funds may lend a certain percentage of their total assets, to the extent permitted by the 1940 Act or the rules or regulations thereunder, on a short-term basis to certain brokers, dealers or other financial institutions. In determining whether to lend to a particular broker, dealer or financial institution, the Advisor will consider all relevant facts and circumstances, including the size, creditworthiness and reputation of the borrower. Any loans made will be continuously secured by collateral in cash at least equal to 100% of the value of the securities on loan for the Funds based on the prior day’s closing price. The Funds receive payments from borrowers equivalent to the dividends and interest that would have been earned on securities on loan. In addition, the Funds retain all or a portion of the interest received on investment of collateral or receive a fee from the borrower. Collateral is marked-to-market daily. One of the risks in lending portfolio securities, as with other extensions of credit, is the possible delay in recovery of the securities or possible loss of rights in the collateral should the borrower fail financially. Although the loan is fully collateralized, if a borrower defaults, a Fund could lose money. There is also the risk that, when lending portfolio securities, the securities may not be available to a Fund on a timely basis and a Fund may, therefore, lose the opportunity to sell the securities at a desirable price. In addition, in the event that a borrower of securities would file for bankruptcy or become insolvent, disposition of the securities may be delayed pending court action. Loans are subject to termination by the Funds or the borrower at any time and, therefore, are not considered to be illiquid investments. Brown Brothers Harriman (“BBH”) serves as the sub-custodian for the securities lending program. BBH retains a portion of the earnings from the investment and reinvestment of cash collateral and a portion of any loan fees paid by borrowing with respect to securities loans.

As of December 31, 2011, the Funds did not have securities on loan.

G.	Security Transactions and Related Income

During the period, investment transactions are accounted for no later than the first calculation of the NAV on the business day following the trade date. For financial reporting purposes, however, security transactions are accounted for on trade date on the last business day of the reporting period. Discounts and premiums on securities purchased are amortized over the lives of the respective securities. Securities gains and losses are calculated on the identified cost basis. Interest income and expenses are accrued daily. Dividends, less foreign tax withholding (if any), are recorded on the ex-dividend date.

H.	Dividends and Distributions to Shareholders

Dividends from net investment income, if any, are declared and paid annually for the Funds. Net realized capital gains, if any, are distributed at least annually. The amount of dividends from net investment income and net realized gains are determined in accordance with the federal income tax regulations, which may differ from GAAP. These “book/tax” differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature (e.g. foreign currency gain/loss, paydowns, distributions and income received from pass through investments and net investment loss adjustments), such amounts are reclassified within the capital accounts based on their nature for federal income tax purposes; temporary differences do not require reclassification. Temporary differences are primarily due to market discounts, capital loss carryforwards and losses deferred due to wash sales, straddles and return of capital from investments.

Certain of the Funds may own shares of real estate investment trusts (“REITs”) which report information on the source of their distributions annually. Distributions received from investments in REITs in excess of income from underlying investments are recorded as realized gain and/or as a reduction to the cost of the individual REIT.

Certain of the Funds may invest in Master Limited Partnerships (“MLPs”), which generally are treated as partnerships for Federal income tax purposes. As a limited partner in the MLPs, the Fund includes its allocable share of the MLPs’ taxable income in computing its own taxable income.

I.	Expenses

Expenses directly attributable to a Fund are charged to that Fund. Expenses not directly attributable to a Fund are allocated proportionally among various Funds or all Funds within the Trust in relation to the net assets of each Fund or on another reasonable basis.


		71

H U N T I N G T O N F U N D S

Huntington Funds

Notes to Financial Statements (continued)

December 31, 2011

J.	Federal Income Taxes

It is the policy of each Fund to qualify or continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized capital gains sufficient to relieve it from all, or substantially all, federal income taxes. In addition to complying with the federal tax requirements applicable to regulated investment companies, the Funds also plan to comply with certain diversification standards applicable to underlying assets of variable annuity contracts in order to avoid taxation on the variable contract owners with respect to earnings allocable to the contract from investments in the Funds.

Withholding taxes on foreign interest, dividends and capital gains with respect to the Funds have been provided for in accordance with each applicable country’s tax rules and rates.

As of December 31, 2011, the tax cost of securities and the breakdown of unrealized appreciation (depreciation) for each Fund was as follows:


Fund	Tax Cost of Securities		Unrealized Appreciation		Unrealized Depreciation			Net Unrealized Appreciation/ (Depreciation)*
VA Balanced Fund	$	37,757,393	$	2,244,503	$	(721,089	)	$	1,523,414
VA Dividend Capture Fund		30,414,446		2,331,197		(958,607	)		1,372,590
VA Growth Fund		16,247,458		1,476,985		(631,737	)		845,248
VA Income Equity Fund		18,629,617		1,920,263		(582,677	)		1,337,586
VA International Equity Fund		26,200,806		2,582,703		(2,776,871	)		(194,168	)
VA Macro 100 Fund		5,856,884		540,027		(263,311	)		276,716
VA Mid Corp America Fund		11,529,850		5,292,488		(347,895	)		4,944,593
VA New Economy Fund		10,687,800		423,691		(1,340,925	)		(917,234	)
VA Real Strategies Fund		3,510,562		339,569		(293,789	)		45,780
VA Rotating Markets Fund		5,458,655		1,120,423		(117,660	)		1,002,763
VA Situs Fund		33,037,422		6,655,291		(3,023,976	)		3,631,315
VA Mortgage Securities Fund		18,544,663		1,074,079		(54,899	)		1,019,180

The differences between the book-basis unrealized appreciation/(depreciation) are attributable primarily to: tax deferral of losses on wash sales, the tax treatment of Trust Preferred securities, hybrid securities and Grantor trusts, differences related to partnership investments, the realization for tax purposes of unrealized gains/losses on investments in passive foreign investment companies and the return of capital adjustments from real estate investment trusts.

The tax character of distributions paid during the fiscal year ended December 31, 2011, was as follows:


	Distributions Paid From*
Fund	Ordinary Income		Net Long Term Capital Gains		Total Taxable Distributions		Tax Return of Capital		Total Distributions Paid
VA Balanced Fund	$	355,696	$	1,631	$	357,327	$	—	$	357,327
VA Dividend Capture Fund		1,161,458		—		1,161,458		—		1,161,458
VA Growth Fund		27,515		—		27,515		—		27,515
VA Income Equity Fund		566,505		—		566,505		—		566,505
VA International Equity Fund		323,030		—		323,030		—		323,030
VA Macro 100 Fund		34,846		—		34,846		—		34,846
VA Mid Corp America Fund		78,630		—		78,630		—		78,630
VA New Economy Fund		—		—		—		—		—
VA Real Strategies Fund		5,592		—		5,592		—		5,592
VA Rotating Markets Fund		21,470		—		21,470		—		21,470
VA Situs Fund		8,225		—		8,225		—		8,225
VA Mortgage Securities Fund		386,232		—		386,232		—		386,232

The tax character of distributions paid may differ from the character of distributions shown on the statements of changes in net assets due to short-term capital gains being treated as ordinary income for tax purposes.


		72

Huntington Funds

Notes to Financial Statements (continued)

December 31, 2011

The tax character of distributions paid during the fiscal year ended December 31, 2010, was as follows:


	Distributions Paid From*
Fund	Ordinary Income		Net Long Term Capital Gains		Total Taxable Distributions		Tax Return of Capital		Total Distributions Paid
VA Balanced Fund	$	21,245	$	—	$	21,245	$	—	$	21,245
VA Dividend Capture Fund		1,386,649		—		1,386,649		—		1,386,649
VA Growth Fund		24,485		—		24,485		—		24,485
VA Income Equity Fund		573,537		—		573,537		—		573,537
VA International Equity Fund		244,844		—		244,844		—		244,844
VA Macro 100 Fund		50,145		—		50,145		—		50,145
VA Mid Corp America Fund		123,644		—		123,644		—		123,644
VA New Economy Fund		11,498		—		11,498		—		11,498
VA Real Strategies Fund		5,230		—		5,230		—		5,230
VA Rotating Markets Fund		73,676		—		73,676		—		73,676
VA Situs Fund		83,106		—		83,106		—		83,106
VA Mortgage Securities Fund		316,096		—		316,096		—		316,096

As of December 31, 2011, the components of accumulated earnings (deficit) on a tax basis were as follows:


Fund	Undistributed Ordinary Income		Undistributed Long-Term Capital Gains		Accumulated Earnings		Accumulated Capital and Other Losses			Unrealized Appreciation (Depreciation)			Total Accumulated Earnings (Deficit)
VA Balanced Fund	$	689,696	$	160,697	$	850,393	$	—		$	1,523,414		$	2,373,807
VA Dividend Capture Fund		1,244,027		—		1,244,027		(11,147,600	)		1,372,590			(8,530,983	)
VA Growth Fund		59,319		—		59,319		(1,950,800	)		845,248			(1,046,233	)
VA Income Equity Fund		770,078		—		770,078		(5,297,464	)		1,337,586			(3,189,800	)
VA International Equity Fund		390,110		—		390,110		(2,959,365	)		(194,756	)		(2,764,011	)
VA Macro 100 Fund		44,568		—		44,568		(2,379,246	)		276,716			(2,057,962	)
VA Mid Corp America Fund		60,726		1,306,762		1,367,488		—			4,944,593			6,312,081
VA New Economy Fund		—		—		—		(2,604,042	)		(917,234	)		(3,521,276	)
VA Real Strategies Fund		15,411		29,947		45,358		(9,396	)		60,326			96,288
VA Rotating Markets Fund		97,697		—		97,697		(880,141	)		1,002,763			220,319
VA Situs Fund		2,609		—		2,609		(1,384,021	)		3,631,214			2,249,802
VA Mortgage Securities Fund		485,046		—		485,046		(300,830	)		1,019,180			1,203,396


Fund	Capital Losses		Qualified Late Year Losses
VA Dividend Capture Fund	$	56,865	$	—
VA Income Equity Fund		300,489		—
VA International Equity Fund		554,436		9,396
VA Macro 100 Fund		38,806		—
VA New Economy Fund		58,652		—
VA Real Strategies Fund		—		101
VA Rotating Markets Fund		218		—
VA Situs Fund		—		9,396
VA Mortgage Securities Fund		17,070		—


		73

H U N T I N G T O N F U N D S

Huntington Funds

Notes to Financial Statements (continued)

December 31, 2011

As of December 31, 2011, for federal income tax purposes, the following Funds had capital loss carryforwards available to offset future gains if any, to the extent provided by the Treasury regulations:


Fund	Amount		Expires
VA Dividend Capture Fund	$	711,142		2016
VA Dividend Capture Fund	$	10,379,593		2017
VA Growth Fund	$	1,950,800		2017
VA Income Equity Fund	$	112,871		2016
VA Income Equity Fund	$	4,884,104		2017
VA International Equity Fund	$	1,831,752		2017
VA International Equity Fund	$	567,263		2018
VA Macro 100 Fund	$	1,408,805		2016
VA Macro 100 Fund	$	436,650		2017
VA Macro 100 Fund	$	494,985		2018
VA New Economy Fund	$	2,545,390		2017
VA Rotating Markets Fund	$	879,923		2017
VA Situs Fund	$	1,290,093		2017
VA Situs Fund	$	93,827		2018
VA Mortgage Securities Fund	$	100,360		2016
VA Mortgage Securities Fund	$	90,146		2017
VA Mortgage Securities Fund	$	21,805		2018

During the year ended December 31, 2011 VA Dividend Capture Fund, VA Growth Fund, VA Income Equity Fund, VA International Equity VA Macro 100, VA Mid Corp America Fund, VA New Economy Fund, VA Real Strategies Fund, VA Rotating Markets Fund and VA Situs Fund utilized $2,486,336, $328,206, $1,148,889, $378,948, $351,171, $1,075,024, $986,421, $58,182, $104,589 and $729,666, respectively, in capital loss carryforwards.

Losses incurred that will be carried forward under the provisions of the Modernization Act are as follows:


	Loss carryforward character
Fund	Short term		Long term
VA Mortgage Securities Fund	$	30,054	$	41,395

K.	New Accounting Pronouncements


		74

Huntington Funds

Notes to Financial Statements (continued)

December 31, 2011

(3)

Investment Advisory Fee and Other Transactions with Affiliates

Investment Advisory Fee—Huntington Asset Advisors, Inc. (the “Advisor”), a subsidiary of The Huntington National Bank (“Huntington”), serves as the Funds’ investment advisor. The Advisor receives a fee for its services, computed daily and paid monthly, at an annual rate of 0.60% of the average daily net assets of each Fund, except for VA Balanced Fund, for which the Advisor receives a fee, computed daily and paid monthly, at an annual rate of 0.10% of the average daily net assets of the VA Balanced Fund.

The Advisor has agreed to contractually waive all or a portion of its investment advisory fee for VA Balanced Fund (based on average daily net assets) to which it is otherwise entitled and/or to reimburse certain operating expenses of VA Balanced Fund in order to limit the total direct net annual operating expenses to not more than 0.10% of the average daily net assets of VA Balanced Fund through April 30, 2012. Huntington and the Advisor may also pay out of their reasonable profits and other resources (including those of their affiliates) advertising, marketing, and other expenses for the benefit of the Funds.

Consulting Fee—Laffer Investments, Inc. acts as a consultant (the “Consultant”) to the Advisor for VA Macro 100 Fund. The Advisor pays the Consultant a fee for its services. Neither the Trust nor VA Macro 100 Fund is liable for payment of this fee.

Administrative and Financial Administration Fees—Huntington is the Administrator to the Trust, and Huntington Asset Services, Inc. (“HASI”), an affiliate of Huntington, is the Sub-Administrator. As Administrator, Huntington provides the Funds with certain administrative services. As Sub-Administrator, HASI provides the Funds with certain administrative personnel, and generally assists with the provision of administrative services necessary to operate the Funds. The Administrator pays the Sub-Administrator a fee for the services it provides to the Trust. Huntington also provides portfolio accounting services to the Funds. Huntington has sub-contracted certain fund accounting services to HASI. HASI is paid directly by Huntington, not the Funds, for these services. The fees paid for administrative and sub-administrative services are based on the level of average net assets of each Fund for the period, subject to minimum fees in certain circumstances.

Huntington provides administrative and accounting services at the following annual rate on a tiered basis:


Maximum Administrative Fee		Average Daily Net Assets of the Trust
0.1822%		On the first $4 billion
0.1650%		On the next $2 billion
0.1575%		On the next $2 billion
0.1450%		On assets in excess of $8 billion

There is no minimum annual fee per fund or class of shares.

Transfer and Dividend Disbursing Agent Fees and Expenses—HASI is the transfer and dividend disbursing agent for the Funds. For its services, HASI receives a yearly fixed amount per shareholder account, subject to a yearly minimum of $6,000 for each of the Funds. HASI is also entitled to receive additional amounts that may be activity or time-based charges, plus reimbursement for out-of-pocket expenses.

Custodian Fees—Huntington serves as custodian for each of the Funds. Brown Brothers Harriman serves as sub-custodian for VA International Equity Fund’s, VA Real Strategies Fund’s and VA Situs Fund’s foreign assets. Huntington and Brown Brothers Harriman receive fees based on the level of a Fund’s average daily net assets for the period, plus out-of-pocket expenses.

Compliance Services—The Trust has contracted with Huntington to provide a Chief Compliance Officer to the Trust, for which it pays Huntington $131,250 annually.

General—Certain officers of the Trust are Officers and/or Directors or Trustees of the above companies.


		75

H U N T I N G T O N F U N D S

Huntington Funds

Notes to Financial Statements (continued)

December 31, 2011

Trustees and Officers affiliated with the Advisor are not compensated by the Trust for their services. Each Trustee who is not an “interested person” of the Trust, as such term is defined in the 1940 Act, receives a $25,000 annual retainer plus $2,500 per regular Board meeting. The Independent Chairman of the Board receives a $40,000 annual retainer plus $2,500 per Board meeting. The Board or a Committee may establish ad hoc committees or sub-committees. Any Committee or sub-committee member may be compensated by the Fund for incremental work outside of the regular meeting process based on the value added to the Fund. In addition, the Fund reimburses Trustees who are not employees of or affiliated with the Advisor for out-of-pocket expenses incurred in conjunction with attendance at meetings. For the fiscal year ended December 31, 2011, actual Trustee compensation was $285,750 in aggregate from the Trust.


Fund	12/31/10 Market Value		Purchases		Sales			12/31/11 Market Value		Income
VA Dividend Capture Fund	$	160,142	$	12,398,890	$	(11,972,691	)	$	586,341	$	61
VA Growth Fund		922,241		11,758,839		(11,623,123	)		1,057,957		34
VA Income Equity Fund		687,915		4,994,449		(5,474,186	)		208,178		27
VA International Equity Fund		840,153		12,312,422		(10,364,480	)		2,788,095		182
VA Macro 100 Fund		539,053		1,714,624		(1,975,769	)		277,908		40
VA Mid Corp America Fund		910,222		6,629,695		(6,210,550	)		1,329,367		84
VA New Economy Fund		465,599		14,726,371		(13,719,624	)		1,472,346		105
VA Real Strategies Fund		231,852		2,208,248		(2,006,987	)		433,113		33
VA Rotating Markets Fund		198,325		1,049,900		(1,096,432	)		151,793		9
VA Situs Fund		243,370		15,368,837		(10,626,837	)		4,985,370		318
VA Mortgage Securities Fund		670,903		8,913,397		(8,860,212	)		724,088		74

Additionally, VA Balanced Fund invests in other funds within the Trust. A summary of the VA Balanced Fund’s investments in these affiliated funds is set forth below:


VA Balanced Fund	12/31/10 Market Value		Purchases		Sales			12/31/11 Market Value		Income
Huntington Money Market Fund	$	545,928	$	9,974,074	$	(9,724,057	)	$	795,945	$	5,877
Huntington Fixed Income Securities Fund		8,466,869		7,880,040		(4,283,992	)		12,447,187		369,743
VA Dividend Capture Fund		1,068,169		593,150		(125,481	)		1,565,519		57,148
VA Growth Fund		4,809,200		3,835,551		(1,480,647	)		7,039,619		10,968
VA Income Equity Fund		3,205,326		2,110,854		(744,050	)		4,709,579		133,069
VA International Equity Fund		2,687,250		2,354,469		(642,230	)		3,933,982		48,938
VA Macro 100 Fund		1,330,993		916,483		(260,995	)		1,958,316		11,096
VA Mid Corp America Fund		1,062,960		867,024		(336,819	)		1,554,602		7,417
VA New Economy Fund		1,200,180		1,026,717		(271,430	)		1,749,481		—
VA Situs Fund		666,228		549,786		(237,430	)		975,502		228
VA Mortgage Securities Fund		1,744,317		1,368,478		(623,841	)		2,551,075		46,703

(4)

Affiliated Issuers

Affiliated issuers, as defined under the Investment Company Act of 1940, are those in which a Fund’s holdings of an issuer represent 5% or more of the outstanding voting securities of the issuer. The Huntington Real Strategies Fund owns a 96% interest in Scotts Gahanna LLC. The VA Real Strategies Fund is an affiliate of the Huntington Real Strategies Fund, and together they own 100% of Scotts Gahanna LLC.

(5)

VA Balanced Fund Structure

The VA Balanced Fund (“Investing Fund”), in accordance with its prospectus, seeks to achieve its investment objective by investing in other investment companies (“Underlying Funds”) with similar investment objectives. As a result, investors in the Investing Fund incur expenses of both the Investing Fund and Underlying Funds, including transaction costs related to the purchases and sales of Underlying Fund shares.


		76

Huntington Funds

Notes to Financial Statements (continued)

December 31, 2011

(6)

Investment Transactions

Purchases and sales of investments, excluding short-term securities, for the fiscal year ended December 31, 2011, were as follows:


Fund	Purchases		Sales
VA Balanced Fund	$	21,519,162	$	8,848,394
VA Dividend Capture Fund		46,650,027		49,838,774
VA Growth Fund		24,603,065		25,785,601
VA Income Equity Fund		41,882,958		43,819,391
VA International Equity Fund		13,305,079		8,206,260
VA Macro 100 Fund		6,280,848		6,333,456
VA Mid Corp America Fund		4,369,227		8,105,738
VA New Economy Fund		26,317,513		29,266,333
VA Real Strategies Fund		2,757,760		2,000,309
VA Rotating Markets Fund		143,515		929,164
VA Situs Fund		12,434,000		3,834,587
VA Mortgage Securities Fund		6,819,178		5,041,746

Purchases and sales of long-term U.S. government securities for the fiscal year ended December 31, 2011 were as follows:


Fund	Purchases		Sales
VA Mortgage Securities Fund	$	6,501,997	$	4,931,657

(7)

Foreign Investment Risk

Compared with investing in the United States, investing in foreign markets involves a greater degree and variety of risk. Investors in international or 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. Foreign governments may expropriate assets, impose capital or currency controls, impose punitive taxes, impose limits on ownership or nationalize a company or industry. Any of these actions could have a sever effect on security prices and impair the Fund’s ability to bring its capital or income back to the U.S. 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, less frequent or inaccurate financial information about their issuers, social upheavals or political actions ranging from tax code changes to government collapse. Foreign companies may also receive less coverage than U.S. companies by market analysts and financial reporting standards or regulatory requirements comparable to those applicable to U.S. companies.

(8)

Line of Credit

(9)

Other Tax Information (unaudited)


		77

H U N T I N G T O N F U N D S

Huntington Funds

Notes to Financial Statements (continued)

December 31, 2011

For the year ended December 31, 2011, the following Funds paid qualified dividend income:


Fund	Qualified Dividend Income
Huntington VA Balanced Fund		64.2	%
Huntington VA Dividend Capture Fund		66.8	%
Huntington VA Growth Fund		100.0	%
Huntington VA Income Equity Fund		100.0	%
Huntington VA International Equity Fund		100.0	%
Huntington VA Macro 100 Fund		100.0	%
Huntington VA Mid Corp America Fund		100.0	%
Huntington VA Real Strategies Fund		100.0	%
Huntington VA Rotating Markets Fund		100.0	%
Huntington VA Situs Fund		100.0	%
Huntington VA Mortgage Securities Fund		0.4	%

For the taxable year ended December 31, 2011, the following percentage of ordinary income dividends paid by the Funds qualify for the dividends received deduction available to corporations:


Fund	Dividends Received Deduction
Huntington VA Balanced Fund		64.4	%
Huntington VA Dividend Capture Fund		68.4	%
Huntington VA Growth Fund		100.0	%
Huntington VA Income Equity Fund		100.0	%
Huntington VA International Equity Fund		100.0	%
Huntington VA Macro 100 Fund		100.0	%
Huntington VA Mid Corp America Fund		100.0	%
Huntington VA Real Strategies Fund		100.0	%
Huntington VA Rotating Markets Fund		100.0	%
Huntington VA Situs Fund		100.0	%
Huntington VA Mortgage Securities Fund		0.4	%

The VA International Equity Fund intends to elect to pass through to shareholders the income tax credit for taxes paid to foreigncountries. Foreign source income and foreign tax expense per outstanding shares on December 31, 2011 are as follows:


	Foreign Source Income		Foreign Tax Expense
VA International Equity Fund	$	0.34	$	0.03


		78

Huntington Funds

Report of Independent Registered Public Accounting Firm

The Board of Trustees and Shareholders of the Huntington Funds:

We have audited the accompanying statement of assets and liabilities of the Huntington VA Balanced Fund, Huntington VA Dividend Capture Fund, Huntington VA Growth Fund, Huntington VA Income Equity Fund, Huntington VA International Equity Fund, Huntington VA Macro 100 Fund, Huntington VA Mid Corp America Fund, Huntington VA New Economy Fund, Huntington VA Real Strategies Fund, Huntington VA Rotating Markets Fund, Huntington VA Situs Fund, and Huntington VA Mortgage Securities Fund, (twelve of the portfolios constituting The Huntington Funds, collectively referred to as the “Funds”), including the portfolios of investments, as of December 31, 2011 and the related statements of operations for the year then ended, and the statements of changes in net assets and the financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.

LOGO

Columbus, Ohio

February 15, 2012


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H U N T I N G T O N F U N D S

Huntington Funds

Board of Trustees and Trust Officers (Unaudited)

The following tables give information about Independent Trustees (Trustees who are not “interested persons” of the Trust, as defined in the 1940 Act), Interested Trustees (Trustees who are “interested persons” of the Trust, as defined in the 1940 Act) and the senior officers of the Trust. Each Trustee oversees all portfolios of the Trust and serves for an indefinite term (subject to mandatory retirement provisions). Unless otherwise noted, the business address of each person listed below is 2960 North Meridian Street, Suite 300, Attention: Huntington Trust Officer, Indianapolis, IN. Unless otherwise noted, each officer is elected annually. The Huntington Funds consists of 38 portfolios. Each Trustee serves as Trustee for all portfolios of The Huntington Funds. The Funds’ Statement of Additional Information includes additional information about The Huntington Funds’ Trustees and is available, without charge and upon request, by calling 1-800-253-0412.

INTERESTED TRUSTEES’ BACKGROUND


Name Age Positions Held with Trust Date Service Began		Principal Occupation(s) for Past Five Years, Previous Position(s) and Other Directorships Held
B. Randolph Bateman* Age: 62 TRUSTEE Began Serving: February 2008		Principal Occupations: President and Chief Investment Officer, Huntington Asset Advisors, Inc. (May 2001 to present); Chief Investment Officer, The Huntington National Bank (October 2000 to present). Previous Positions: Senior Vice President, Star Bank (June 1988 to October 2000). Other Directorships Held: Board Member, The Huntington Strategy Shares.
Thomas J. Westerfield** Age: 56 TRUSTEE Began serving: January 2001		Principal Occupation: Of Counsel, Dinsmore & Shohl LLP (law firm) (August 2005 to present). Previous Position: Of Counsel, Cors & Bassett LLC (law firm) (1993 - 2005). Other Directorships Held: Board Member, The Huntington Strategy Shares.

*	B. Randolph Bateman has been deemed an Interested Trustee due to the positions he holds with The Huntington National Bank and its affiliates.

**	Thomas J. Westerfield may be deemed an Interested Trustee due to the position he holds with Dinsmore & Shohl LLP, which has provided legal services to Huntington.

INDEPENDENT TRUSTEES’ BACKGROUND


Name Age Positions Held with Trust Date Service Began		Principal Occupation(s) for Past Five Years, Previous Position(s) and Other Directorships Held
David S. Schoedinger* Age: 69 CHAIRMAN OF THE BOARD AND TRUSTEE Began serving: May 1990		Principal Occupation: Chairman of the Board and Funeral Director, Schoedinger Funeral Service (1965 to present); CEO, Schoedinger Financial Services, Inc. (1987 to present). Other Directorships Held: Board Member, The Huntington Strategy Shares.
Tadd C. Seitz Age: 70 TRUSTEE Began serving: June 2006		Principal Occupation: Retired (July 1996-present); Board advisor and private investor (July 1996 - present). Previous Positions: Chairman and Chief Executive Officer, The Scotts-Miracle Gro Company (June 1983-June 1996); Chief Operating Officer The Scotts Company (1982-1983); General Manager W. Atlee Burpee Company (1980 - 1982). Other Directorships Held: Board Member, The Huntington Strategy Shares; West Point Products, Shade Tree Systems and Cold Jet (both private companies) and Chairman of Central Benefits, a mutual insurance company.
Mark D. Shary Age: 51 TRUSTEE Began serving: June 2006		Principal Occupations: Private investor (2007 to present). Previous Position: Chief Executive Officer and President, BestTransport.com, Inc. (2003 to 2007); President, Bostech Corporation (2000 to 2002). Other Directorships Held: Board Member, The Huntington Strategy Shares.


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Huntington Funds

Board of Trustees and Trust Officers (continued)

Name

Age

Positions Held with Trust

Date Service Began

Principal Occupation(s) for Past Five Years, Previous Position(s) and Other Directorships Held

William H. Zimmer, III

Age: 58

TRUSTEE

Began Serving: December 2006

Principal Occupation: Chief Executive Officer, Cintel Federal Credit Union (January 2011 to present).

Previous Positions: Consultant, WHZIII, LLC (March 2009 to December 2010). Assistant Treasurer, Dana Holding Corp. (September 2006 to February 2009) (manufacturing); Vice President and Manager, Global Treasury Management, National City Bank (January 2004 to March 2006); Vice President, Treasury Management Operations, Provident Bank

(June 2003 to January 2004); Financial Consultant (April 2001 to June 2003).

Other Directorships Held: Board Member, The Huntington Strategy Shares.

*	David S. Schoedinger became Chairman of the Funds on April 30, 2003.

Officers

Name

Age

Address

Positions Held with Trust

Date Service Began

Principal Occupation(s) and Previous Positions

B. Randolph Bateman

Age: 62

PRESIDENT

Began Serving: September 2005

Principal Occupations: President and Chief Investment Officer, Huntington Asset Advisors, Inc. (May 2001 to present); Chief Investment Officer, The Huntington National Bank (October 2000 to present).

Previous Positions: Senior Vice President, Star Bank (June 1988 to October 2000).

R. Jeffrey Young

Age: 47

CHIEF EXECUTIVE OFFICER

Began Serving: February 2010

Principal Occupations: Senior Vice President, HASI (formerly, Unified Fund Services, Inc.) (January 2010 to present); Chairman of the Board, Valued Advisers Trust (June 2010 to present); Chief Executive Officer and President, Valued Advisers Trust (January 2010 to present); President and Chief Executive Officer, Dreman Contrarian Funds (March 2011 to present); Chief Executive Officer, The Huntington Strategy Shares (November 2010 to present).

Previous Positions: Independent Chair, Valued Advisers Trust (August 2008-January 2010); Managing Director, Chief Operating Officer, WealthStone (2007 to 2009); Senior Vice President, Operations, BISYS Fund Services (2006 to 2007); Senior Vice President/Vice President, Client Services, BISYS Fund Services (1994 to 2006).

Matthew J. Miller

Age: 35

VICE PRESIDENT

Began Serving: February 2010

Principal Occupations: Vice President, Relationship Management, HASI (formerly, Unified Fund Services, Inc.) (2008 to present).

Previous Position: Vice President, Transfer Agency Operations, HASI (formerly, Unified Fund Services, Inc.) (2002 to 2008).

David R. Carson

Age: 53

CHIEF COMPLIANCE OFFICER

AND ANTI-MONEY

LAUNDERING OFFICER

Began Serving: September 2005

Principal Occupations: Chief Compliance Officer and Anti-Money Laundering Officer of the Huntington Funds (September 2005 to present) and the Huntington Strategy Shares (November 2010 to present).

Previous Positions: Treasurer and Assistant Treasurer of The Huntington Funds, Huntington Asset Advisors, Inc. (February 2002 to February 2005); Vice President and Private Financial Capital Group Marketing Manager, The Huntington National Bank (June 2001 to September 2005); Trust Officer, Firstar Bank (October 1982 to February 2001).

Robert W. Silva

Age: 45

TREASURER

Began Serving: November 2010

Principal Occupation: Senior Vice President, Financial Administration, HASI; Treasurer, Dreman Contrarian Funds (March 2011 - present); Chief Financial Officer and Treasurer, Unified Series Trust (June 2011 to present); Chief Financial Officer and Treasurer, The Huntington Strategy Shares (November 2010 to present).

Previous Positions: Senior Vice President, Citi Fund Services Ohio, Inc., (September 2007 to September 2010); Assistant Vice President, Citizens Advisers, Inc., (May 2002 to August 2007).


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H U N T I N G T O N F U N D S

Huntington Funds

Board of Trustees and Trust Officers (continued)

Name

Age

Address

Positions Held with Trust

Date Service Began

Principal Occupation(s) and Previous Positions

John C. Swhear

Age: 51

SECRETARY

Began Serving: April 2010

Principal Occupations: Chief Compliance Officer of Valued Advisers Trust (August 2008 to present); Acting Chief Executive Officer, Dreman Contrarian Funds (February 2008 to March 2010); Chief Compliance Officer of Unified Financial Securities, Inc., the Trust’s distributor (May 2007 to present); Vice President of Legal, Compliance & Risk for HASI (formerly, Unified Fund Services, Inc.) (April 2007 to present); Vice President, Dreman Contrarian Funds (September 2007 to March 2010); Senior Vice President, Unified Series Trust (May 2007 to present).

Previous Positions: Employed in various positions with American United Life Insurance Company from June 1983 to April 2007, including: Chief Counsel, OneAmerica Securities Inc. (February 2007 to April 2007); Associate General Counsel (April 2003 to April 2007); Investment Adviser Chief Compliance Officer (June 2004 to April 2007); Chief Compliance Officer of OneAmerica Funds, Inc. (June 2004 to April 2007). President, Dreman Contrarian Funds (March 2010 to March 2011).


		82

Huntington Funds

Investment Contract Review Disclosure (Unaudited)

Board of Trustees’ Consideration of Investment Advisory Agreement for The Huntington VA Funds (the “Funds”)

The Board of Trustees is responsible for determining whether to approve the Funds’ investment advisory agreements. At a meeting held on August 11, 2011, the Board, including a majority of the independent Trustees, approved the investment advisory agreements (the “Advisory Agreements”) between Huntington Asset Advisors, Inc. (the “Advisor”) and the Funds. Pursuant to the Advisory Agreements between the Advisor and the Funds, the Advisor provides advisory services to the Funds.

During the review process, the Board received assistance and advice from, and met separately with, independent legal counsel. In approving each of the Advisory Agreements, the Board, including a majority of the independent Trustees, considered many factors, among the most significant of which are: (1) the nature of the services provided to the Funds by the Advisor in relation to the advisory fees; (2) the individual performance of the Funds; (3) the Advisor’s costs and the profits realized through providing the Funds with advisory services; (4) whether the Advisor has realized or may realize economies of scale in providing services to the Funds and if these economies are shared with the Funds; and (5) a comparison of the fees and performance of comparable funds.

Nature, Extent and Quality of Services in Relation to the Advisory Fee. In considering the nature, extent and quality of the services provided by the Advisor, the Board reviewed information relating to the Advisor’s operations and personnel. Among other things, the Advisor provided descriptions of its organizational and management structure, biographical information on its supervisory and portfolio management staff on a fund-by-fund basis, and financial information. The Trustees also took into account the financial condition of the Advisor with respect to its ability to provide the services required under the Advisory Agreements. The Board determined that the nature, extent and quality of the services provided by the Advisor in relation to the advisory fees were acceptable.

Individual Performance of the Funds. The Board reviewed the Funds’ performance record and the Advisor’s management styles in relation to comparable funds and appropriate benchmarks. The Board noted that the Board reviews on a quarterly basis detailed information about the Funds’ performance. The Board also reviewed various comparative data for each of the Funds provided to them in connection with their consideration of the renewal of the Advisory Agreements, including, among other information, each Fund’s performance compared to similar funds based on information provided by Lipper Inc. (“Lipper”) for the one-, three-, five- and ten-year periods, as applicable, ending June 30, 2011.

Advisor’s Costs and the Profits Realized Through Providing the Funds With Advisory Services. In considering the reasonableness of the advisory fees, the Board reviewed information provided by the Advisor setting forth all revenues and other benefits, both direct and indirect, received by the Advisor and its affiliates attributable to managing each of the Funds individually, the cost of providing such services and the resulting profitability to the Advisor and its affiliates from these relationships. The Board also took into account the Advisor’s agreement to limit the total direct net annual operating expenses of the VA Balanced Fund to not more than 0.10% of its average daily net assets through April 30, 2012. The Trustees determined that the profitability of the Advisor was acceptable in relation to the nature and quality of services provided to the Funds.

Economies of Scale in Providing Services to the Funds and Whether These Economies are Shared With the Funds. The Board also considered the effect of the Funds’ growth and size on their performance and fees. The Board considered the fees under the Advisory Agreements for each Fund and possible economies of scale that may be realized as the assets of the Funds grow. The Board noted that none of the Funds was currently large enough to have realized economies of scale. However, the Board noted that the administrative fee charged to all of the Funds included fee breakpoints, which allowed the Funds to realize economies of scale as the assets of the Funds increased over time.

Comparison of the Fees and Performance of Comparable Funds. With respect to the Funds’ performance and fees, the Board considered comparisons to other mutual funds with comparable investment programs to be particularly useful, given the high degree of competition in the mutual fund business. The Board also received information concerning fees charged by the Advisor to other accounts but did not consider that information to be as relevant in light of the differences in services provided.

Other Considerations. The Board also requests and receives substantial and detailed information about the Funds and the Advisor on a regular basis. The Advisor provides much of this information at each regular meeting of the Board and furnishes additional reports in connection with the Board’s formal review of the Advisory Agreements. The Board may also receive information between regular meetings relating to particular matters as the need arises. The Board’s evaluation of the Advisory Agreements is informed by reports covering such matters as the Advisor’s investment philosophy, personnel, and processes; operating strategies; each Fund’s short- and long-term performance (in absolute terms, both on a gross basis and net of expenses, as well as in relationship to its particular investment program and certain competitive funds and/or other benchmarks, as appropriate) and comments on reasons for performance; the Funds’ expenses (including the advisory fee itself and the overall expense structure of the Funds, both in absolute terms and relative to similar and/or competing funds, with due regard for contractual or voluntary expense limitations); the use and allocation of brokerage commissions derived from trading the Funds’ portfolio securities; the nature and extent of the advisory and other services provided to the Funds by the Advisor and its affiliates; compliance and audit reports concerning the Funds (including communications from regulatory agencies), as well as the Advisor’s responses to any issues raised therein; and relevant developments in the mutual fund


		83

H U N T I N G T O N F U N D S

Huntington Funds

Investment Contract Review Disclosure (Unaudited)

Board of Trustees’ Consideration of Investment Advisory Agreement for The Huntington VA Funds (the “Funds”)

industry and how the Funds and the Advisor are responding to them. In the course of their deliberations regarding the Advisory Agreements, the Board also evaluated, among other things, the Advisor’s ability to supervise each of the Fund’s other service providers and their compliance programs.

Huntington VA Mortgage Securities Fund

Among other data considered, the Trustees noted that the Fund underperformed its benchmark for the one-, three- and five-year periods ended June 30, 2011. The Trustees also noted that the Fund underperformed its Lipper peer group for the three year period ended June 30, 2011, and it outperformed its Lipper peer group for the one- and five-year periods ended the same date. The Trustees also noted that the Fund’s combined net advisory and administrative fee and its total expenses were above the medians of its peer group.

Huntington VA Growth Fund

Among other data considered, the Trustees noted that the Fund underperformed its Lipper peer group and its benchmark for the one-, three- and five-year periods ended June 30, 2011. The Trustees also noted that the Fund’s combined net advisory and administrative fee and its total expenses were above the medians of its peer group.

Huntington VA Income Equity Fund

Among other data considered, the Trustees noted that the Fund outperformed its Lipper peer group for the one- and three-year periods ended June 30, 2011, but underperformed its Lipper peer group for the five-year period ended the same date. The Fund outperformed its benchmark for the one- and three-year periods ended June 30, 2011, but underperformed its benchmark for the five-year period ended the same date. The Trustees noted that the Fund’s combined net advisory and administrative fee and its total expenses were above the medians of its peer group.

Huntington VA Rotating Markets Fund

Among other data considered, the Trustees noted that the Fund underperformed its Lipper peer group and its benchmark for the one-, three- and five-year periods ended June 30, 2011. The Trustees noted that the Fund’s combined net advisory and administrative fee and its total expenses were above the medians of its peer group.

Huntington VA Dividend Capture Fund

Among other data considered, the Trustees noted that the Fund underperformed its benchmark for the one-year period ended June 30, 2011, and outperformed its benchmark for the three- and five-year periods ended the same date. The Fund underperformed its Lipper peer group for the one-year period ended June 30, 2011, and outperformed its Lipper peer group for the three- and five-year periods ended the same date. The Trustees noted that the Fund’s combined net advisory and administrative fee and its total expenses were above the medians of its peer group.

Huntington VA International Equity Fund

Among other data considered, the Trustees noted that the Fund underperformed its Lipper peer group for the one-, three- and five-year periods ended June 30, 2011. The Fund outperformed its benchmark for the three- and five-year periods ended June 30, 2011, and it underperformed its benchmark for the one-year period ended the same date. The Trustees also noted that the Fund’s combined net advisory and administrative fee and its total expenses were above the medians of its peer group.


		84

Huntington Funds

Investment Contract Review Disclosure (Unaudited)

Board of Trustees’ Consideration of Investment Advisory Agreement for The Huntington VA Funds (the “Funds”)

Huntington VA Macro 100 Fund

Among other data considered, the Trustees noted that the Fund underperformed its benchmark for the one- and five-year periods ended June 30, 2011, and outperformed its benchmark for the three-year period ended the same date. The Trustees further noted that it underperformed its Lipper peer group for the one-, three- and five-year periods ended June 30, 2011. The Trustees noted that the Fund’s combined net advisory and administrative fee and its total expenses were above the medians of its peer group.

Huntington VA Mid Corp America Fund

Among other data considered, the Trustees noted that the Fund underperformed its Lipper peer group and its benchmark for the one-, three- and five-year periods ended June 30, 2011. The Trustees also noted that the Fund’s combined advisory and administrative fee and its total expenses were above the medians of its peer group.

Huntington VA New Economy Fund

Among other data considered, the Trustees noted that the Fund underperformed its Lipper peer group and its benchmark for the one-, three- and five-year periods ended June 30, 2011. The Trustees also noted that the Fund’s combined advisory and administrative fee and its total expenses were above the medians of its peer group.

Huntington VA Real Strategies Fund

Among other data considered, the Trustees noted that the Fund outperformed its Lipper peer group and its benchmark for the one- and three-year periods ended June 30, 2011. The Trustees noted that the Fund’s combined net advisory and administrative fee and its total expenses were above the median of its peer group.

Huntington VA Situs Fund

Among other data considered, the Trustees noted that the Fund outperformed its Lipper peer group for the one- and five-year periods ended June 30, 2011, and underperformed its Lipper peer group for the three-year period ended the same date. The Trustees also noted that the Fund outperformed its benchmark for the one-, three- and five year periods ended June 30, 2011. The Trustees also noted that the Fund’s combined net advisory and administrative fee were above the median of its peer group and its total expenses were below the median of its peer group.

Huntington VA Balanced Fund

Among other data considered, the Trustees noted that the Fund underperformed its Lipper peer group and its benchmark for the one-year period ended June 30, 2011. The Trustees also noted that the Fund’s combined net advisory and administrative fee and its total expenses were below the medians of its peer group.


		85

H U N T I N G T O N F U N D S

Huntington Funds

Supplemental Information (Unaudited)

Shareholder Expense Examples

Fund Expenses. As a shareholder of a Fund, you incur ongoing costs, including management fees and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.

These examples are based on an investment of $1,000.00 invested at the beginning of the period and held for the entire six-month period from July 1, 2011 to December 31, 2011.

Actual Expenses. The “Actual” lines of the table provide information about actual account values and actual expenses. You may use the information on this line together with the amount you invested to estimate the expense that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600.00 account value divided by $1,000.00 = 8.60), then multiply the result by the number in the “Actual” line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes. The “Hypothetical” lines of the table provide information about hypothetical account values and hypothetical expenses based on the Funds’ actual expense ratios and an assumed rate of return of 5% per year before expenses, which are not the Funds’ actual returns. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Funds and other funds. To do so, compare the 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as withdrawal charges, mortality and expense risk fees and other charges that may be assessed by participating insurance companies under the separate accounts, variable annuity contracts or variable life insurance policies. Therefore, the “Hypothetical” lines of the table are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.


	Beginning Account Value, July 1, 2011		Ending Account Value, December 31, 2011		Expenses Paid During Period⁽¹⁾		Annualized Expense Ratio
VA Balanced Fund
Actual	$	1,000.00	$	977.00	$	0.50		0.10	%
Hypothetical⁽²⁾	$	1,000.00	$	1,024.70	$	0.51		0.10	%
VA Dividend Capture Fund
Actual	$	1,000.00	$	999.00	$	4.82		0.96	%
Hypothetical⁽²⁾	$	1,000.00	$	1,020.38	$	4.87		0.96	%
VA Growth Fund
Actual	$	1,000.00	$	939.40	$	4.83		0.99	%
Hypothetical⁽²⁾	$	1,000.00	$	1,020.23	$	5.03		0.99	%
VA Income Equity Fund
Actual	$	1,000.00	$	978.10	$	4.81		0.97	%
Hypothetical⁽²⁾	$	1,000.00	$	1,020.34	$	4.91		0.97	%
VA International Equity Fund
Actual	$	1,000.00	$	849.20	$	4.85		1.04	%
Hypothetical⁽²⁾	$	1,000.00	$	1,019.96	$	5.30		1.04	%
VA Macro 100 Fund
Actual	$	1,000.00	$	950.80	$	6.06		1.23	%
Hypothetical⁽²⁾	$	1,000.00	$	1,018.99	$	6.28		1.23	%
VA Mid Corp America Fund
Actual	$	1,000.00	$	906.00	$	4.88		1.02	%
Hypothetical⁽²⁾	$	1,000.00	$	1,020.09	$	5.17		1.02	%
VA New Economy Fund
Actual	$	1,000.00	$	866.60	$	4.83		1.03	%
Hypothetical⁽²⁾	$	1,000.00	$	1,020.03	$	5.23		1.03	%
VA Real Strategies Fund
Actual	$	1,000.00	$	875.50	$	7.34		1.55	%
Hypothetical⁽²⁾	$	1,000.00	$	1,017.38	$	7.90		1.55	%


		86

Huntington Funds


	Beginning Account Value, July 1, 2011		Ending Account Value, December 31, 2011		Expenses Paid During Period⁽¹⁾		Annualized Expense Ratio
VA Rotating Markets Fund
Actual	$	1,000.00	$	991.60	$	5.69		1.13	%
Hypothetical⁽²⁾	$	1,000.00	$	1,019.49	$	5.77		1.13	%
VA Situs Fund
Actual	$	1,000.00	$	911.80	$	4.78		0.99	%
Hypothetical⁽²⁾	$	1,000.00	$	1,020.21	$	5.05		0.99	%
VA Mortgage Securities Fund
Actual	$	1,000.00	$	1,025.30	$	6.11		1.20	%
Hypothetical⁽²⁾	$	1,000.00	$	1,019.18	$	6.09		1.20	%

⁽¹⁾

⁽²⁾	Hypothetical assumes 5% annual return before expenses.


		87

H U N T I N G T O N F U N D S

Variable investment options are not bank deposits or obligations, are not guaranteed by any bank, and are not insured or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency. Investment in variable investment options involves investment risk, including the possible loss of principal.

This report is authorized for distribution to prospective investors only when preceded or accompanied by the Funds’ prospectus, which contains facts concerning each Fund’s objective and policies, management fees, expenses and other information.

VOTING PROXIES ON FUND PORTFOLIO SECURITIES

A copy of the policies and procedures that the Funds use to determine how to vote proxies relating to securities held in the Funds’ portfolios, as well as a record of how the Funds voted any such proxies during the most recent 12-month period ended June 30, is available without charge and upon request by calling 1-800-253-0412 or at www.huntingtonvafunds.com. This information is also available from the EDGAR database on the SEC’s website at www.sec.gov.

QUARTERLY PORTFOLIO SCHEDULE

The Funds file with the SEC a complete schedule of their portfolio holdings, as of the first and third quarters of their fiscal year, on “Form N-Q”. These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. (call 1-202-551-8090 for information on the operation of the Public Reference Room.) You may also access this information at www.huntingtonvafunds.com by selecting “Form N-Q.”

LOGO

Huntington Funds and is affiliated with the Huntington National Bank.

Cusip 446327165

Cusip 446771206

Cusip 446771107

Cusip 446771701

Cusip 446771305

Cusip 446771503

Cusip 446771602

Cusip 446771800

Cusip 446771875

Cusip 446771867

Cusip 446771883

Cusip 446327215

Item 2.

Code of Ethics.

(a) As of the end of the period covered by the report, the registrant has adopted a code of ethics that applies to the registrant’s Principal Executive Officer and Principal Financial Officer.

(b) Not applicable.

(c) During the period covered by the report, with respect to the registrant’s code of ethics that applies to its Principal Executive Officer and Principal Financial Officer: there have been no amendments to a provision that relates to any element of the code of ethics definition enumerated in paragraph (b) of this Item 2.

(d) During the period covered by the report, with respect to the registrant’s code of ethics that applies to its Principal Executive Officer and Principal Financial Officer: there have been no waivers granted from a provision that relates to any element of the code of ethics definition enumerated in paragraph (b) of this Item 2.

(e) Not applicable.

(f) The registrant has included a copy of the code of ethics that applies to the registrant’s Principal Executive Officer and Principal Financial Officer. This code of ethics is included as an Exhibit on this Form N-CSR.

Item 3.

Audit Committee Financial Expert.

3(a)(1) The registrant’s Board of Trustees has determined that the registrant has at least one audit committee financial expert serving on its audit committee.

3(a)(2) The audit committee financial expert is William H. Zimmer III, who is “independent” for purposes of this Item 3 of Form N-CSR.

Item 4.

Principal Accountant Fees and Services.

(a) Audit Fees billed to the registrant by its principal accountants for the two most recent fiscal years:

Fiscal year ended 2011: $480,527

Fiscal year ended 2010: $458,370

(b) Audit-Related Fees billed to the registrant by its principal accountants for the two most recent fiscal years:

Fiscal year ended 2011: $21,625

Fiscal year ended 2010: $6,500

Fees for 2011 and 2010 related to audit-related agreed-upon procedures Amount requiring approval of the registrant’s audit committee pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, $21,625 and $6,500 respectively.

Fiscal year ended 2011: $212,568

Fiscal year ended 2010: $162,695

Fees for 2011 and 2010 related to the review of the registrant’s tax returns. Amount requiring approval of the registrant’s audit committee pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, $0 and $0 respectively.

(d) All other fees billed to the registrant by its principal accountants for the two most recent fiscal years:

Fiscal year ended 2011: $0

Fiscal year ended 2010: $0

Amount requiring approval of the registrant’s audit committee pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, $0 and $0 respectively.

(e)(1) Audit and Non-Audit Services Pre-Approval Policies and Procedures

Purpose

Under the Sarbanes-Oxley Act of 2002 (the “Act”), the Audit Committee of the Board of Trustees of The Huntington Funds (the “Fund”) is responsible for the appointment, compensation and oversight of the work of the Fund’s independent auditor. As part of this responsibility, the Audit Committee is required to grant approval for audit and non-audit services performed by the independent auditor for the Fund in order assure that they do not impair the auditor’s independence from the Fund. In addition, the Audit Committee also must pre-approve its independent auditor’s engagement for non-audit services with the Fund’s investment adviser (not including a sub-adviser whose role is primarily portfolio management and is sub-contracted or overseen by another investment adviser) and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Fund, if the engagement relates directly to the operations and/or financial reporting of the Fund.

To implement these provisions of the Act, the Securities and Exchange Commission (the “SEC”) has issued rules specifying the types of services that the Fund’s independent auditor may not provide to the Fund, as well as the Audit Committee’s administration of the engagement of the independent auditor. Under these rules, the SEC has provided that a permissible approval of audit and non-audit services can take the form of either (i) a general pre-approval, or (ii) a specific pre-approval (where a specific type of service is authorized, generally subject to a fee maximum). General pre-approvals are authorized by SEC rules only subject to detailed policies and procedures. Unless a type of service has received general pre-approval, it will require specific pre-approval by the Audit Committee if it is to be provided by the independent auditor. Accordingly, the Audit Committee has adopted these Audit and Non-Audit Services Pre-Approval Policies and Procedures, which set forth the procedures and the conditions pursuant to which services for the Fund may be performed by the independent auditor under pre-approvals.

II.	General Pre-Approval Policies

It is the policy of the Audit Committee that audit and non-audit services to be performed by the Fund’s independent auditor be pre-approved only when in the best interests of the Fund’s shareholders and fully consistent with applicable law and, particularly, the maintenance of the auditor’s independence. In granting any pre-approval, consideration shall be given to:

1. the qualifications of the auditor to perform the services involved;

2. the proposed costs (which may be presented as an estimate or based on professional time charges subject to a ceiling) of the services and the reasonableness thereof;

3. the permissibility of the services under applicable rules and guidance of the SEC;

4. the effect, if any, of the performance of the proposed services on the auditor’s independence;

5. the effect of the compensation for the proposed services on the auditor’s independence; and

6. the effect, if any, of the proposed services on the Fund’s ability to manage or control risk or to improve audit quality.

In accordance with SEC rules, non-audit services performed by the Fund’s independent auditor may not include the following:

1. Bookkeeping or other services related to the accounting records or financial statements of the audit client;

2. Financial information systems design and implementation;

3. Appraisal or valuation services, fairness opinions or contribution-in-kind reports;

4. Actuarial services;

5. Internal audit outsourcing services;

6. Management functions or human resources;

7. Broker-dealer, investment adviser or investment banking services; and

8. Legal services and expert services unrelated to the audit.

III.	Procedures for Pre-Approval by the Audit Committee

1. Requests for pre-approval shall be in writing and may be made by either the independent auditors or by management of the Fund.

2. All requests for pre-approval shall be made to the full Audit Committee at regularly scheduled meetings thereof (or at a special meeting of the Audit Committee set to coincide with regular meetings of the Fund’s Board of Trustees) whenever practicable.

3. Under normal circumstances, requests for pre-approval should be presented at least 7 days prior (and in no event later than 48 hours prior) to the proposed commencement of the engagement.

4. If consideration of a request for pre-approval on the dates identified in Section III (2) would not be timely, the requesting party shall notify the Chairman of the Audit Committee. The Chairman of the Audit Committee shall then determine whether to schedule a special meeting of the Audit Committee (which may be conducted telephonically) on an alternative date or whether the request may appropriately be presented to a delegate of the Audit Committee under procedures set forth in Section IV below.

5. Requests for pre-approval may include, but are not limited to, the following services:

a. audit engagement, particularly for interim periods;

b. tax compliance, tax planning, and tax advice;

c. review and consents with respect to use of reports in post-effective amendments to the registration statements of the Fund;

d. review of IRS shareholder materials;

e. review and validation of fund procedures (e.g., valuation, interfund lending, etc.), and

f. market research and strategic insights.

6. Requests for pre-approval should identify the nature of the services to be provided in a manner sufficiently specific to allow evaluation of the considerations identified above in Section II.

In accordance with PCAOB Rule 3524, requests for pre-approval of permissible tax services by the independent auditor must have the following items described in writing for the audit committee:

a. the scope of the proposed tax service,

b. the fee structure for the engagement,

c. any side letters, amendments to the engagement letter or any other agreements, whether oral, written, or otherwise, relating to the service between the audit firm and the Funds, and

d. any compensation arrangements or other agreements between the audit firm and any third party with respect to promoting, marketing, or recommending a transaction covered by the proposed tax service.

The audit firm should discuss with the Audit Committee, the potential effect of the proposed tax service(s) on the audit firm’s independence.

7. Requests for pre-approval must include an assessment by the independent auditor of its independence should the request be granted and the proposed services rendered.

8. The Audit Committee’s action on a request for pre-approval shall be recorded in the Audit Committee’s minutes.

9. The Audit Committee’s action on a request for pre-approval shall be communicated in writing to the independent auditor and, under normal circumstances, a copy of this communication shall be provided to the Fund’s management.

10. The Audit Committee’s action on a request for pre-approval shall be reported to the full Board of Trustees.

11. Pre-approvals will be granted for a period of no more than one year.

IV.	Procedures for Pre-Approval by a Delegate of the Audit Committee

1. Where it has been determined by the Chairman of the Audit Committee that consideration of a request for pre-approval by the full Audit Committee would not be timely, the Chairman may determine that the request be presented to a member(s) of the Audit Committee appointed by the Audit Committee as its delegate (the “Delegate”) for this purpose. (As of the date of the adoption of these guidelines and procedures, the Chairman of the Audit Committee has been so appointed, and such appointment may be revoked or modified by the Audit Committee at any time.)

2. Requests for pre-approval shall be in writing and may be made by either the independent auditors or by management of the Fund.

3. Under normal circumstances, requests for pre-approval should be presented at least 7 days prior (and in no event later than 48 hours prior) to the proposed commencement of the engagement.

4. Requests for pre-approval may include, but are not limited to, the following services:

a. audit engagement, particularly for interim periods;

b. tax compliance, tax planning, and tax advice;

c. review and consents with respect to use of reports in post-effective amendments to the registration statements of the Fund;

d. review of IRS shareholder materials;

e. review and validation of fund procedures (e.g., valuation, interfund lending, etc.); and

f. market research and strategic insights.

5. Requests for pre-approval should identify the nature of the services to be provided in a manner sufficiently specific to allow evaluation of the considerations identified above in Section II.

6. Requests for pre-approval must include an assessment by the independent auditor of its independence should the request be granted and the proposed services rendered.

7. The Delegate’s action on a request for pre-approval shall be communicated in writing to the independent auditor, with a copy to each other member of the Audit Committee and, under normal circumstances, to the Fund’s management.

8. Pre-approvals by the Delegate shall be reviewed by the Audit Committee at a meeting held no later than the next scheduled meeting of the Board of Trustees or the Audit Committee, whichever occurs sooner. An earlier review shall be conducted upon the written request of one or more Audit Committee members addressed to the Chairman of the Audit Committee.

9. Pre-approvals by the Delegate may be modified or revoked by the Audit Committee, but will not absolve the Fund of its responsibility to compensate the independent auditor for services rendered prior to such modification or revocation.

10. The results of the Audit Committee’s review of the Delegate’s action on a request for pre-approval shall be recorded in the Audit Committee’s minutes and reported to the full Board of Trustees.

11. Pre-approvals will be granted by the Delegate for a period of no more than one year.

V.	Procedures for Monitoring Engagements Authorized Under Pre-Approval Procedures

The independent auditor shall inform the Audit Committee in writing upon the commencement of services rendered under a pre-approval. The independent auditor shall thereafter provide the Audit Committee with written quarterly progress reports within one month of the close of each calendar quarter detailing the work done and fees and other charges incurred during said calendar quarter. Should fees and expenses exceed those specified in a pre-approval (or appear likely to do so prior to completion of the work), the independent auditor or management shall so apprise the Audit Committee and an additional express approval or pre-approval must be obtained.

VI.

Amendment

These Policies and Procedures may be amended or revoked at any time by the Audit Committee and shall be reviewed at least annually in conjunction with review of the Audit Committee Charter.

Adopted May 4, 2006 and revised February 14, 2007 and October 23, 2007

(e)(2) Percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (C)(7)(i)(C) of Rule 2-01 of Regulation S-X.

Fiscal year ended 2011- 0%

Fiscal year ended 2010- 0%

Percentage of services provided to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were approved by the registrant’s audit committee pursuant to paragraph (C)(7)(i)(C) of Rule 2-01 of Regulation S-X, 0% and 0% respectively.

(f) Not applicable.

(g) The aggregate non-audit fees billed by Ernst and Young for the Funds and certain entities (including the adviser (excluding sub-adviser) and any entity controlling, controlled by or under common control with the advisor that provides ongoing services to the registrant (Funds)), totaled $212,568 and $162,695 in 2011 and 2010, respectively, which includes the Funds’ tax fees above in Section I and tax fees for Huntington’s Trust Department related to settlement funds where Huntington National Bank is the executor.

(h) The registrant’s Audit Committee has considered whether the provision of nonaudit services that were rendered to registrant’s investment adviser (not including any sub adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provide ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal account’s independence.

Item 5.

Audit Committee of Listed Registrants.

Not applicable.

Item 6.

Schedule of Investments.

(a) Not applicable.

(b) Not applicable.

Item 7.

Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8.

Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9.

Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10.

Submission of Matters to a Vote of Security Holders.

Not applicable.

Item 11.

Controls and Procedures.

(a) The registrant’s Principal Executive Officer and Principal Financial Officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act) are effective in design and operation and are sufficient to form the basis of the certifications required by Rule 30a-2 under the Act, based on their evaluation of these disclosure controls and procedures within 90 days of the filing of this report on Form N-CSR.

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d)) that occurred during the second fiscal quarter of the period covered by this report that have materially affected or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12.

Exhibits.

(a)(1) The code of ethics that is the subject of the disclosure required by Item 2 is attached hereto.

(a)(2) Certifications pursuant to Rule 30a-2(a) are attached hereto.

(a)(3) Not applicable.

(b) Certifications pursuant to Rule 30a-2(b) are furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


(Registrant) The Huntington Funds

By (Signature and Title)*		/s/ R. Jeffrey Young
		R. Jeffrey Young, Chief Executive Officer and Principal Executive Officer

Date 3/7/2012

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


By (Signature and Title)*		/s/ R. Jeffrey Young
		R. Jeffrey Young, Chief Executive Officer and Principal Executive Officer

Date 3/7/2012


By (Signature and Title)*		/s/ Robert Silva
		Robert Silva, Treasurer and Principal Financial Officer

Date 3/7/2012

Mutual Fund & Variable Insurance Trust N-CSRCertified annual shareholder report (management investment company)