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)

Dave Carson

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, 2012

Item 1. Reports to Stockholders.

LOGO

A Message from the

Chief Investment Officer and

Annual Shareholder Report

DECEMBER 31, 2012

CLASS A SHARES

TRUST SHARES

Letter from the Chief Investment Officer

Dear Shareholders:

Despite a raft of economic, political, earnings, international and market concerns during 2012, virtually all the equity markets produced attractive returns for the year. Buoyed by yet another announced Federal Reserve System bond buying program, investors were encouraged by the flood of liquidity provided to the economic system. Small and middle capitalized companies led the performance derby with returns of 16.33% and 17.88% as represented by the Standard & Poor’s Small Cap 600 Index (“S&P 600”)¹ and the Standard & Poor’s Mid Cap 400 Index (“S&P 400”)², respectively. The large caps, as represented by the Dow Jones Industrial Average³ and the Standard & Poor’s 500 Index (“S&P 500”)⁴, were also up 10.24% and 16.00%, respectively. Even the international markets provided investors with a strong rebound from the dismal double digit declines that occurred during 2011.

The most significant investment event during 2012 was certainly the Presidential election in November. Virtually all investment strategies were based upon who would win the White House. With diametrically opposed views on taxes and economic stimulus, the two candidates were closely deadlocked up until the day of the election. Huntington Asset Advisors, Inc. (“Huntington”) developed two separate strategies based upon the eventual outcome. We believed that certain sectors would perform differently under the policies of the two candidates. Upon confirmation of the election, we moved quickly in all of our Huntington Funds to implement our predetermined strategy. This included reducing betas and emphasizing investments in certain industries that would be favored under the Obama administration. Expectations regarding the tax policies associated with capital gains and dividends that had been espoused by President Obama ultimately were muted in the fiscal cliff negotiations. These tax policies will carry positive momentum for investors into 2013 and beyond.

One of the longer term strategies that Huntington employed during the year was to emphasize the agribusiness sector. With back to back strong years in farm income and dramatically growing international demand for food, our analysts looked into a variety of avenues to uncover opportunities. The traditional approach would be to invest in farm equipment, fertilizers and seed companies. We looked deeper into the periphery of agribusiness, which includes investments in rural retail establishments, irrigation and flow control devices, transportation equipment and catalogue companies that cater to outdoor life. We firmly believe that this strategy has longer term positive investment implications that can be implemented irrespective of Federal Reserve policy, economic issues and regulatory initiatives.

Looking into 2013 there are two major pieces of legislation that we believe will start to have significant impacts on the economy and the markets. With the drafting of Dodd-Frank regulations and the institution of the new healthcare laws, there will be new costs and regulations impacting critical aspects of the economy. Just as the passage of Sarbanes Oxley created ripples in the markets ten years ago, the impact of the banking and healthcare bills will need to be sorted out by investors.

One accompaniment of the Dodd-Frank legislation will most likely be an increase in merger and acquisition activities, as smaller financial firms seek to cover costs by adding economies of scale. This would be consistent with the experience of Sarbanes-Oxley as many firms merged, went private or sold out. In the year following the passage of Sarbanes-Oxley there were fewer publically traded companies than the year before, as many firms merged with significant premiums to previous valuations. This could be an interesting opportunity for 2013 strategies in our equity funds if past is prologue.

In 2102, we were especially proud of three of our equity fund that were recognized by Morningstar for their outstanding performance relative to their peers. The Huntington Situs Fund received a Five-Star Overall Morningstar Rating^TM in the Mid-Cap Blend category. Both The Huntington International Equity Fund and the Huntington Dividend Capture Fund received a Four-Star Overall Morningstar Rating^TM in the Foreign Large Blend and Large Value categories, respectively.

Letter from the Chief Investment Officer

Letter from the Chief Investment Officer (Continued)

As always, Huntington seeks to control risk while providing opportunities to add value for our Huntington Funds’ shareholders. We conduct our efforts with the highest level of attention to the disciplines that we have employed for several decades. We appreciate your confidence and your continued support. We look forward to helping you achieve your long-term financial goals, with a full range of Huntington Funds designed to meet both your individual needs and the economic challenges throughout the upcoming year.

Sincerely,

LOGO

B. Randolph Bateman

Chief Investment Officer

Huntington Asset Advisors, Inc.

(1)	The S&P 600 is a capitalization-weighted index which generally represents 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 of common stocks representing the mid-range sector 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 Dow Jones Industrial Average is a price-weighted average of 30 significant stocks traded on the New York Stock Exchange and Nasdaq.

(4)

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.

For each fund with at least a three-year history, Morningstar calculates a Morningstar Rating™ based on a Morningstar Risk-Adjusted Return measure that accounts for variation in a fund’s monthly performance (including the effects of sales charges, loads, and redemption fees), placing more emphasis on downward variations and rewarding consistent performance. The top 10% of funds in each category receive 5 stars, the next 22.5% receive 4 stars, the next 35% receive 3 stars, the next 22.5% receive 2 stars and the bottom 10% receive 1 star. (Each share classis counted as a fraction of one fund within this scale and rated separately, which may cause slight variations in the distribution percentages.) The Overall Morningstar Rating for a fund is derived from a weighted-average of the performance figures associated with its three-, five- and ten-year if applicable) Morningstar Rating metrics. Ratings are for the Trust class; other classes may have different performance characteristics. For the Overall, 3-, 5- and 10-year periods ended 12/31/2012, the Situs Fund received 5, 5, 4 and 5 stars and was rated among 352, 352, 309 and 195 funds, respectively. For the Overall, 3-, 5- and 10-year periods ended 12/31/2012, the International Equity Fund received 4, 3, 4 and 4 stars and was rated among 713, 713,589 and 325 funds, respectively. For the Overall, 3-, 5- and 10-year periods ended 12/31/2012,the Dividend Capture Fund received 4, 4, 4 and 3 stars and was rated among 1051,1051,930 and 591 funds, respectively. ^©2012 Morningstar, Inc.

^©2012 Morningstar, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results.

This commentary may include statements that constitute “forward looking statements” under the U.S. securities laws. Forward-looking statements include, among other things, projections, estimates, and information about possible or future results related to the Portfolio, market or regulatory developments. The views expressed above are not guarantees of future performance or economic results and involve certain risks, uncertainties and assumptions that could cause actual outcomes and results to differ materially from the views expressed herein. The views expressed above are those of the Advisor as of December 31, 2012 and are subject to change at any time based upon economic, market, or other conditions and the Advisor undertakes no obligation to update the views expressed herein. Any discussions of specific securities should not be considered a recommendation to buy or sell those securities. The views expressed above (including any forward-looking statement) may not be relied upon as investment advice or as an indication of the Fund’s trading intent. Information about the Fund’s holdings, asset allocation or country diversification is historical and is not an indication of future Fund composition, which may vary.

The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses, and sales charges applicable to mutual fund investments. In addition, the returns do not reflect additional fees charged by separate accounts or variable insurance contracts that an investor in the Fund may pay. If these additional fees were reflected, performance would have been lower.

Letter from the Chief Investment Officer

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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 Mid Corp America Fund

Huntington Real Strategies Fund

Huntington Rotating Markets Fund

Huntington Situs 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


Disciplined Equity Fund		As of 12/31/12

Management’s Discussion of Fund Performance

Portfolio Manager: Peter Sorrentino, CFA

Vice President

Huntington Asset Advisors, Inc.

For the fiscal year ended December 31, 2012, the Huntington Disciplined Equity Fund’s Trust Shares and Class A Shares produced total returns (not including the deduction of applicable sales charges) of 0.91% and 0.67%, respectively, based upon net asset value. The Fund underperformed the Standard & Poor’s 100 Index (“S&P 100”)¹, which returned 16.05% for the same period.

The Fund’s positive performance during the year was driven largely by strength in the financial sector. Two of the Fund’s top performing holdings were JPMorgan Chase & Co. (2.1%)* and Bank of America Corp. (1.2%)*, which delivered 36% and 110% returns for the year, respectively. Rounding out the Fund’s top contributors were Comcast Corp. (1.3%)* and Home Depot, Inc. (1.4%)* in the consumer sector. The overall top performer for the Fund was its holding of Apple, Inc. (5.8%)*. The price advance for shares of Apple, Inc., from $405 to a close of $533, generated 1.96% in incremental return for the Fund in 2012.

Despite positive equity returns for 2012, the Fund underperformed due to the cost of maintaining its protective risk hedges. In spite of the strong advance for the broad market, the options and futures markets in 2012 exhibited a pronounced negative skew. Investors displayed a strong distain for market volatility throughout the year, making the cost of mitigating downside price risk expensive. It was this expense that consumed the majority of the Fund’s income and price appreciation.

*	Percentage of holdings based on Fund’s net assets as of 12/31/2012. 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		1.45%
Trust		1.20%

The above expense ratios are from the Funds’ prospectus dated May 1, 2012. Additional information pertaining to the Fund’s expense ratio as of December 31, 2012 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.

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 information technology sector, such as obsolescence.

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 12/31/12

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, 2012, the Huntington Dividend Capture Fund’s Trust Shares and Class A Shares produced total returns (not including the deduction of applicable sales charges) of 10.87% and 10.72%, respectively, based on net asset value. The Huntington Dividend Capture Fund’s Trust Shares’ performance fell below the total return of 16.00% for the Fund’s benchmark, the Standard & Poor’s 500 Index (“S&P 500”)¹, and the total return of 16.45% for the Dividend Capture Indices Blend (“DCIB”)²for the same period. The Huntington Dividend Capture Fund’s Class A class shares underperformed the benchmark for the same period.

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

Value-style common stocks: Despite slowing economic and profit growth, U.S. equity markets produced a +16.00% total return for 2012. Sector performance favored financials, consumer discretion and healthcare sectors over utilities, energy and staples. Investors had less preference for the high quality, low volatility, dividend-paying stocks that the Fund was focused on for the period. As a result, the common stocks in the Fund underperformed the overall market. The Fund’s common stock total return for 2012 was +13.76% compared to the S&P 500 Value Index of +17.62%.

(1)

(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.

Annual Shareholder Report

Dividend Capture Fund (Continued)

Real Estate Investment Trusts (REITs)**: REITs were the best performing asset class for the Fund in 2012. The Fund’s REIT holdings produced a total return of +21.96% which compared favorably to the benchmark NAREIT Index total return of +19.56%.

Preferred Stock***: Preferred stocks generally lagged the equity market, but outperformed corporate bonds with a +13.52% total return for 2012. Investors’ search for yield drove prices higher as credit spreads compressed. Performance for the preferred stocks landed between corporate bonds and common stock.

Trading activity was responsible for -4.13% of the performance relative to the benchmark while portfolio structure had a impact of -5.30%. Portfolio structure can be explained by adding security characteristics: -8.02%, sector allocation: -1.84% and security selection: 4.57%.

The three holdings that had the largest positive contribution to the Fund’s performance were Waddell & Reed Financial, Inc. (0.7%)*, GAP, Inc. (sold) and Sunoco Logistic Partners LP (0.7%)*. These three holdings added 1.53% to the Fund’s return. The three holdings that had the largest negative contribution to the Fund’s performance were Freeport-McMoRan Copper & Gold, Inc. (0.7%)*, Total SA (sold) and Exelon Corp. (sold). These three holdings subtracted 0.65% from the Fund’s return.

*	Percentage of holdings based on Fund’s net assets as of 12/31/2012. The composition of the Fund’s holdings is subject to change.

**	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		1.15%
Trust		0.90%

The above expense ratios are from the Funds’ prospectus dated September 27, 2012. Additional information pertaining to the Fund’s expense ratio as of December 31, 2012 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 12/31/12

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, 2012, the Huntington Global Select Markets Fund produced total returns (not including the deduction of applicable sales charges) of 10.82% and 10.43% for its Trust and Class A Shares respectively, based on net asset value. The Fund underperformed the total return of 18.22% for the Morgan Stanley Capital International (“MSCI”) Emerging Markets Index (“MSCI-EM”)¹, the Fund’s benchmark index, for the same period.

Some of the best performers in the Index were countries that have in the recent past had significant challenges, both politically and economically. The top performing country was Turkey, up 61%, followed by Egypt, which rallied 44%. These are areas of the globe that the Fund has typically shied away from. We are searching for countries that provide long-term reward relative to the risk assumed. The countries that helped boost the Index in 2012 do not typically fit these parameters. One of the countries we believed would offer significant returns, on a secular basis, was Brazil. Brazil was one of the worst performers in the Index (-4%) and had a dramatic effect on overall relative performance. Concerns over global growth and more specifically, commodity demand from China, kept buyers away from Brazilian equities. Global trade, at this point, appears to be bottoming and we believe this should bode well for a rebound in the more industrialized sectors of their economy.

In addition to an underperforming equity market, the Brazilian Real was one of the weaker emerging markets currencies, falling by 9% against the U.S. Dollar. Indonesia’s Rupiah fell over 7% on concerns that the government was not progressing fast enough on domestic development in the country. Some of the stronger currencies were in the European region, specifically Eastern Europe, where an alternative to holding Euro in the form of Polish Zloty (+11%) appealed to investors. The South Korean Won was one of Asia’s star performers, up over 8%. This was largely due to a substantial interest rate differential between the Won and most of the developed world.

Annual Shareholder Report

Global Select Markets Fund (Continued)

With regards to sector performance, investors were “barbelling” strategies to reduce overall risk while still holding equities in sectors that would participate in growth driven rallies. This is evident in the top performing areas. Investments typically considered beneficiaries of an improving economy, technology (+26%) and financials (+22%) rallied along with areas considered to be defensive in nature, health care (+32%) and consumer staples (+23%). Energy (+2%) and utilities (+2%) were the weakest areas. This is symbolic of the constant barrage of headlines that were released throughout the year, first giving investors hope for sustained economic recovery followed by concerns over fiscal and political issues.

Our strategy of investing in the most attractive countries globally where there are enormous opportunities for substantial long-term returns cost us in terms of relative performance in 2012. As previously mentioned, the areas that we have concerns about over the long run managed to appreciate substantially. We believe that countries with superior monetary, fiscal and political discipline will reward patient investors. The Huntington Global Select Markets Fund will continue to focus on these core areas with the goal of providing superior risk-adjusted returns in the future.

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

(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		2.17%
Trust		1.92%

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 12/31/12

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, 2012, the Huntington Growth Fund’s Trust Shares and Class A Shares produced total returns (not including the deduction of applicable sales charges) of 10.30% and 10.02%, respectively, based on net asset value. This performance was less than the total return of 14.60% for the Fund’s benchmark, the Standard & Poor’s 500 Growth Index (“S&P 500 GI”)¹, for the same period. The Standard & Poor’s 500 Index (“S&P 500”)² returned 16.00% for the same period.

The Fund is designed to provide investors with a 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.

Portfolio structure had a negative 1.35% impact of the performance relative to the benchmark. Portfolio structure can be explained by a positive 0.52% impact from security selection, and a negative 1.03% and 0.83% impact from sector allocation and security characteristics, respectively. In addition, trading activity had a negative impact of 2.96%.

The three holdings that had the largest positive contribution to the Fund’s performance were Apple, Inc. (5.2%)*, Rackspace Hosting, Inc. (2.3%)* and Whole Foods Market, Inc. (3.0%)*. These three holdings added 3.91% to the Fund’s return. The three holdings that had the largest negative contribution to the Fund’s performance were Cirrus Logic, Inc. (sold), CARBO Ceramics, Inc. (sold) and Express Scripts Holding Co. (sold). These three holdings subtracted 1.56% from the Fund’s return.

*	Percentage of holdings based on Fund’s net assets as of 12/31/2012. 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		1.44%
Trust		1.19%

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 12/31/12

Management’s Discussion of Fund Performance

Portfolio Manager:

Craig J. Hardy, CFA, MBA

Senior Vice President

Huntington Asset Advisors, Inc.

For the fiscal year ended December 31, 2012, the total returns (not including the deduction of applicable sales charges) for the Huntington Income Equity Fund were 10.50% and 10.27% for Trust Shares and Class A Shares, respectively, based on net asset value. These returns compare with a total return of 17.68% for the Standard & Poor’s 500 Value Index (“S&P 500 VI”)¹, the Fund’s benchmark, for the same period. The Standard & Poor’s 500 Index (“S&P 500”)² returned 16.00% 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 financials sector, followed by the energy sector. This combination of characteristics produced returns for the Fund that were lower 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 financials, health care and consumer staples. Although the financial sector provided the highest total return for the Fund, the performance of the Fund’s financial stocks trailed that of the benchmark’s financial stocks, thus contributing largely to the relative underperformance of the Fund. The sectors that most negatively impacted the Fund’s performance during the reporting period were telecommunications and utilities. During a year of rather strong stock market returns, these sectors did not enjoy the higher level of growth that characterized the broader market, although they did provide a healthy stream of income for the Fund. The stocks that contributed most positively to the performance of the Fund during the year were Seagate Technology (sold), Time Warner Cable, Inc. (1.2%)* and LyondellBasell Industries N.V. (1.3%)*. The stocks that most negatively impacted the Fund’s performance during the year were Best Buy Co., Inc. (sold), Windstream Corp. (1.2%)* and Banco Santander S.A. (sold). In general, the sale of covered calls as a hedging technique added to the performance of the Fund.

*	Percentage of holdings based on Fund’s net assets as of 12/31/2012. 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		1.45%
Trust		1.20%

The Fund’s performance assumes the reinvestment of all dividends and distributions on securities. The S&P 500 and the S&P 500 VI 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 12/31/12

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, 2012, the Huntington International Equity Fund produced total returns (not including the deduction of applicable sales charges) of 14.28% and 14.00% for Trust Shares and Class A Shares, respectively, based on net asset value. This underperformed the total return of 17.32% for the Morgan Stanley Capital International (“MSCI”) Europe, Australasia and Far East Index (“MSCI-EAFE”)¹, the Fund’s benchmark index, for the same period.

Surprisingly, the top 3 performing countries in the Index were all European: Belgium (+36%), Denmark (+30%) and Germany (+27%). With the almost daily headlines coming out of Europe with regards to the collapse of sovereign debt prices, it is surprising that these markets were able to weather the storm and produce phenomenal returns for the year. On the flipside, as is to be expected, three of the bottom four performers were also European: Greece (-1%), Portugal (-1%) and Spain (-3%). Considering the potentially disastrous outcome from a collapse in both the Euro currency and the related Government debt, the equity markets were able to look through the morass to what appears to be a brighter future.

Concerns over foreign banks holding toxic debt whose quality could be considered questionable, did not prevent equity investors from buying financials and making them the number one performing sector in the MSCI-EAFE with a 28% gain. Consumer discretionary appreciated 22%. Names like Barclays, AXA and BNP Paribas were some of the highest contributors to performance. Michelin in the Consumer discretionary space added substantially to relative performance. Energy and telecommunications were the weakest areas, down 4% and 6% respectively. Vodaphone in the telecommunication space was disappointing after lower sales in troubled parts of Europe had a larger than expected impact on earnings.

European currencies across the board rallied against the dollar in 2012. The Euro managed a gain of 2%. One of the stronger regional currencies was the Norwegian Krone up over 7%. The major story at the end of last year in the currency market was the weakness in the Japanese Yen, which was down over 11% for the year. The newly elected government in Japan appears committed to boosting inflation and jump starting the economy. A devaluing of the Yen should help exporters specifically as we enter 2013.

(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)

The Fund’s return increment to the MSCI-EAFE was influenced by three main factors: its allocation to sectors and currency, along with exposure to economic factors such as global interest rates. The most beneficial impact to relative performance came from the selection of particular securities. 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 information 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. (sold) based in Canada, Pearson PLC (1.6%)* and Vodafone Group PLC (1.6%)* based in the United Kingdom, ACE Ltd. (1.6%)*, a Swiss based insurance provider, and Sanofi-Aventis (2.1%)* based in France. Stocks that detracted from relative performance included two banks, Barclays (2.7%)* based in the United Kingdom and BNP Paribas (2.3%)* based in France. Komatsu Ltd. (sold), a Japanese heavy equipment maker, and the Swedish truck builder Volvo AB (1.6%) were also relatively negative. The currency exposure of the portfolio was additive to relative performance, mainly due to an underweight in the Euro, along with less than benchmark exposure to the UK pound and the Australian dollar.

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

*	Percentage of holdings based on Fund’s net assets as of 12/31/2012. The composition of the Fund’s holdings is subject to change.

Annual Shareholder Report

International Equity Fund (Continued)

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*Class*	*Expense Ratios*
A		1.86%
Trust		1.61%

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


Mid Corp America Fund		As of 12/31/12

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, 2012, the Huntington Mid Corp America Fund’s Trust Shares and Class A Shares produced total returns (not including the deduction of applicable sales charges) of 14.70% and 13.94%, respectively, based upon 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 17.88%. The Lipper Mid Cap Core Average (“LMCC”)² returned 15.59% for the same time period.

The three holdings that had the largest positive contribution to the Fund’s performance were Timken Co. (1.9%)*, Mylan, Inc. (2.5%)* and Albemarle Corp. (1.6%)*. These three holdings added 0.94% to the Fund’s return. The three holdings that had the largest negative contribution to the Fund’s performance were Teradata Corp. (2.3%)*, Citrix Systems, Inc. (2.0%)* and ITT Educational Services Inc. (0.2%)*. These three holdings subtracted 1.00% from the Fund’s return.

The Fund’s sector strategy benefited from allocations in healthcare, consumer staples and energy. The Fund’s underweight in the consumer discretionary sector, as well as the security selections in that sector, hampered the performance.

The equity market produced strong returns, especially in the mid-cap space, despite numerous levels of uncertainty from the U.S. Presidential election, European recession and Middle East conflicts. Mid-caps are primarily focused companies that operate and distribute on the domestic economy, which benefited from quantitative easing from the Federal Reserve.

*	Percentage of holdings based on Fund’s net assets as of 12/31/2012. 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		1.58%
Trust		1.33%

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


Real Strategies Fund		As of 12/31/12

Management’s Discussion of Fund Performance

Portfolio Manager:

Peter Sorrentino, CFA

Vice President

Huntington Asset Advisors, Inc.

For the fiscal year ended December 31, 2012, the Huntington Real Strategies Fund produced total returns (not including the deduction of applicable sales charges) of 5.20% and 4.96% for Trust Shares and Class A Shares, respectively, based upon net asset value. The Fund outperformed its benchmark, the S&P GSCI^® Index (“S&P CSCI”)¹, which had a total return of 0.08% for the same period. The Fund underperformed the Real Strategies Indices Blend (“RSIB”)², which returned 8.14% for the same period.

The Fund’s performance during the year was driven by a wide range of agricultural holdings. Three of the Fund’s top performing holdings were Agrium, Inc. (1.1%)* in the fertilizer arena, along with Valmont Industries, Inc. (1.4%)* and Lindsay Corp. (1.2%)* both manufacturers of irrigation systems. Rounding out the Fund’s top five contributors were Dean Foods Co. (sold) and Rayonier, Inc. (1.6%)*, both closely related to the agricultural industry. These investments represent the deliberate shift in emphasis of the portfolio from the areas of energy and industrial minerals to food related opportunities.

*	Percentage of holdings based on Fund’s net assets as of 12/31/2012. 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

(2)

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)

After an extended period of higher prices fueled global capacity additions, the Fund witnessed the price impact of those new volumes coming to market. This was particularly evident in 2012 for the prices in the energy and industrial metals markets. Coal producers were among those hit hard as evidenced by the performance of the Fund’s holdings in Natural Resource Partners, down 31.6% and Adaro Energy, down 9.7%. The decline in energy prices impacted many of the Fund’s foreign holdings as the U.S. Dollar was stronger relative to resource exporters such as Canada, Brazil and Indonesia. The negative currency impact hurt the Fund’s holding in Canadian Natural Resources Ltd. (0.9%)*, Canadian Oil Sands Ltd. (1.0%)*, Cameco Corp. (0.6%)*, Vale SA (0.6%)* and BHP Billiton Ltd. (0.6%)*.

Following over a decade of strong price advances, gold and silver turned in modest returns for 2012. The Fund’s silver holdings gained just 7.8% followed by the gold positions gain of 7.3%. These modest returns were still far better than the fate of the gold mining stocks as evidenced by the 22.6% decline for shares of Barrick Gold Corp.

These returns bear out the shift in asset emphasis towards food and away from energy and metals.

*	Percentage of holdings based on Fund’s net assets as of 12/31/2012. The composition of the Fund’s holdings is subject to change.

(1)

(2)

Annual Shareholder Report

Real Strategies Fund (Continued)

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*Class*	*Expense Ratios*
A		1.68%
Trust		1.43%

The Fund’s performance assumes the reinvestment of all dividends and distributions. The 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.

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.

*	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 2, 2007.

†

The 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 12/31/12

Management’s Discussion of Fund Performance

Portfolio Manager:

Paul Koscik, JD

Vice President

Huntington Asset Advisors, Inc.

For the fiscal year ended December 31, 2012, the Huntington Rotating Markets Fund’s Trust Shares and Class A Shares produced total returns (not including the deduction of applicable sales charges) of 6.40% and 6.07%, respectively, based upon net asset value. In the same period, the Fund’s benchmark, the Standard & Poor’s 500 Index (“S&P 500”)¹, produced a total return of 16.00%.

The Rotating Markets Fund began 2012 emulating the Dow Jones Industrial Average. By the end of March, the index began to underperform the S&P 500 Index. Based on circumstances at that time, it was determined that the best index to emulate was the NASDAQ-100 Index. The reasoning behind the decision was that mid-caps, small-caps, and international indices were underperforming the S&P 500. The only major index outperforming the S&P 500 was the NASDAQ-100 Index. Initially, the rotation was beneficial, however, the NASDAQ-100 began to underperform the S&P 500 in September. The underperformance accelerated as leading stocks such as Apple, Microsoft, Oracle, Intel, and Cisco sold off sharply on fears of a weakening economy. For the last half of the year, the Fund’s Trust Shares returned only 1.8%.

Although 2012 was a difficult year for the Fund, a long-term perspective is very important. In 2013, we intend to continue to follow our strategy of focusing on cyclical macroeconomic trends to identify the areas that have the potential to offer the best combination of risk/return potential over the next 12 months and rotate to a different market segment should we decide that it the best course of action for the Fund.

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

(1)

Annual Shareholder Report

Rotating Markets Fund (Continued)

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*Class*	*Expense Ratios*
A		1.47%
Trust		1.22%

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 12/31/12

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, 2012, the Huntington Situs Fund’s Trust Shares and Class A Shares produced total returns (not including the deduction of applicable sales charges) of 24.11% and 23.82%, respectively, based upon net asset value. The Fund significantly out performed its benchmark, the Standard and Poor’s SmallCap 600 Index (“S&P 600”)¹, which rose 16.33% for the same period. The Standard and Poor’s MidCap 400 Index (“S&P 400”)²gained 17.88% for the same period. At year end, the Fund received a Five-Star Overall Morningstar Rating^TM in the Mid-Cap Blend category. An attribution evaluation that Huntington Asset Advisors, Inc. conducts on all Huntington Funds indicates that the Fund’s performance was primarily created by security selection, but also shows significant contribution from sector emphasis or avoidance as well.

The management contribution of performance over the benchmark for the Fund was 3.63%. That contribution was attributed to portfolio structure, of which 1.88% was sector allocation and 8.58% was individual stock selection. Since security selection was the primary contributor to overperformance, the larger holdings seemed to be the major drivers of performance. Geoscience Technologies Corp. added 4.36%, Cabela’s, Inc. contributed 2.21%, Flowserve Corp. rose 1.35% and a takeover, Asia Pacific Brewers Ltd. added 1.3% to the superior performance over the benchmark.

Despite significant uncertainty in the markets due to the economy, the Presidential election, tax uncertainty and international turmoil, investors still found value in the equity markets, which virtually all performed well. Going into 2013, we believe the markets will react to political efforts to reduce and control the budget deficit. The tax questions have been cleared a bit, but the freezing of fiscal activities could be of investor concern. In reflection of the passage of the Sarbanes- Oxley law earlier this century, the sweeping Healthcare Reform laws and the Dodd Frank regulations could create a spate of merger and acquisition activities. We are looking at ways to take advantage of the potential for smaller cap stocks to seek merger partners, to go private or otherwise seek to develop economies of scale. This scenario could uncover significant value in companies that the Situs Fund holds.

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)

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*Class*	*Expense Ratios*
A		1.59%
Trust		1.34%

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).

†

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


Fixed Income Securities Fund		As of 12/31/12

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, 2012, 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 3.98% and 3.74%, respectively, based on net asset value. The Fund underperformed the Fund’s benchmark, the Barclays Government/Credit Bond Index (“BGCBI”)¹, which had a total return of 4.82% for the same period.

Treasury yields rose slightly in the fourth quarter as central bank actions heavily influenced markets. Corporate bonds were the best performing sector with a +1.3% incremental return over Treasury securities as investors’ search for yield drove prices higher. In terms of sub-sector performance, first place honors go to the banking industry, followed closely by insurance. Lagging groups included the technology and consumer areas.

Positive contributors to the Fund’s performance included an asset allocation overweight of corporate bonds. However, corporate bond selection was too conservative as higher quality issues lagged throughout the year and resulted in the overall underperformance of the Fund.

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.

Annual Shareholder Report

Fixed Income Securities Fund (Continued)

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*Class*	*Expense Ratios*
A		1.30%
Trust		1.05%

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 12/31/12

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, 2012, the Huntington Intermediate Government Income Fund produced total returns (not including the deduction of applicable sales charges) of 1.68% and 1.53% for Trust and Class A Shares, respectively, based on net asset value. This compared with the return of the Barclays Intermediate Government/Credit Index (“BIGC”)¹, the Fund’s benchmark, return of 3.89%, the Merrill Lynch U.S. Treasuries/Agencies 1-10 Years Index’s (“G5A0 1-10”)² return of 1.87% and the Lipper Short-Intermediate Government Funds Average³ of 1.69% for the same period.

During 2012, the Barclays U.S. Aggregate Bond Index ⁴, which represents a broad bond market index, showed a return of 4.22%. Sector performance favored corporate bonds by a wide margin. The Fund’s underperformance against its benchmark index, the BIGC, was due to the asset mix of the portfolio. The Fund’s mandate does not include owning corporate bonds, which were the best asset class during the year. The risk off trade was due to the slowing economy in the U.S. and the problems in Europe as accounts were reaching for yield. The mortgage portion of the portfolio did benefit the Fund, as mortgage securities had a good relative performance in 2012, 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)

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*Class*	*Expense Ratios*
A		1.33%
Trust		1.08%

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 12/31/12

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, 2012, the Huntington Mortgage Securities Fund produced returns (not including the deduction of applicable sales charges) of 2.95% and 2.68% for the Fund’s Trust and Class A Shares, respectively, based on net asset value. This compared to the total return of 2.59% for the Fund’s benchmark, the Barclays Mortgage Backed Securities Index (“BMBSI”)¹, and the Lipper U.S. Mortgage Funds Average²return of 4.32% for the same period.

During 2012, the mortgage market outperformed Treasuries. The mortgage market had a return of 2.59%, as measured by the BMBSI for the year, compared to a return of 2.16% for Treasuries. The Agency position had no impact on the Fund’s performance. The relative under performance of the Fund was due to its more defensive nature and the concern of pre-payment risk due to lower interest rates, as well as faster prepayments. The 12% exposure to the REIT (Real Estate Investment Trust) market helped the Fund’s return. As measured by the NAREIT Index (“NAREIT”)³, REITs produced a return of 19.67%.

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 FTSE National Association of Real Estate Investment Trust All Equity REITs 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)

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*Class*	*Expense Ratios*
A		1.37%
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 12/31/12

Management’s Discussion of Fund Performance

Portfolio Manager:

Kathy Stylarek

Vice President

Huntington Asset Advisors, Inc.

For the fiscal year ended December 31, 2012, the Huntington Ohio Tax-Free Fund’s Trust Shares and Class A Shares produced total returns (not including the deduction of applicable sales charges) of 3.90% and 3.65%, respectively, based on net asset value. The Fund’s benchmark, the Barclays 7-Year Municipal Bond Index (“B7MB”)¹, returned 4.20% for the same period. The Lipper Ohio Municipal Debt Funds Average², the Fund’s peer group, had a total return of 7.49% for the same 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 96% to 164% of what Treasury yields were paying³. By the end of the year, the yield ratio of municipals to Treasuries rose to the 110%-157% levels.

The number of new deals declined and supply was very constrained. This was the driving force that pushed rates lower throughout the year. Also, it should be mentioned that approximately 60% of the new deals that came to market were of the refunding type that did not give a significant boost to the inventory shortage. The Fund was again impacted this year from 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 continued to drive the market all year. The Fund delivered 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		1.47%
Trust		1.22%

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 12/31/12

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, 2012, the Huntington Short/Intermediate Fixed Income Securities Fund produced total returns (not including the deduction of applicable sales charges) of 1.79% and 1.48% for the Fund’s Trust and Class A Shares, respectively, based on net asset value. This compared with a return for the BofA Merrill Lynch 1-5 Year Corporate/Government Credit Index (“ML 1-5YGC”)¹, the Fund’s benchmark index, of 2.47%, and the Lipper Short-Intermediate Investment Grade Debt Fund Average² of 4.90% for the same period.

Overall, performance of the Fund for 2012 was lower than similar funds and the benchmark index due to the Fund’s shorter duration versus both the benchmark and Lipper. Treasuries had a return of 2.16% for the year³. Agencies had a return of 2.44% for the one year period ended December 31, 2012 while corporate bonds had a return of 10.37% for the same period. At fiscal year end, the Fund held 75% of its portfolio in corporate debt, 20% in federal agencies, and 5.0% in treasuries. Corporate bonds outperformed treasuries and agencies during the year and the Fund’s overweight to corporate bonds helped the Fund’s return. The two-year Treasury had a return of 0.28%, while the five-year Treasury had a return of 2.27%. The duration of the Fund was 2.35 years versus the benchmark’s duration of 2.69 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		1.06%

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 12/31/12

Management’s Discussion of Fund Performance

Manager:

Paula Jurcenko

Senior Vice President

Huntington Asset Advisors, Inc.

For the fiscal year ended December 31, 2012, the Huntington Balanced Allocation Fund Class A Shares produced a total return (not including the deduction of applicable sales charges) of 7.79% based on net asset value. This performance compares to the 16.00% total return of its benchmark, the Standard and Poor’s 500 Index (“S&P 500”)¹ and the 11.29% total return for the Balanced Allocation Indices Blend (“BAIB”)² for the same period.

Huntington Asset Advisors Inc. utilizes optimization software and both internal and external research to analyze the economy and the capital markets to determine 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 2012, this resulted in four tactical allocation changes that were implemented in the Fund.

2012 saw many events that both bolstered and undermined the market’s confidence. Yet, despite continued economic uncertainty, a divisive political climate and election, the fiscal cliff, and the end of the Mayan Calendar – 2012 saw the S&P 500 rise 16%. A positive total year return did not negate the overall market volatility, however, with the S&P swinging as much as positively 15% and negatively 9% from its various highs and lows. It is because of these market gyrations that Huntington’s tactical re-allocations provided value. Of the four shifts, the first occurred in March when Huntington’s Investment Policy Committee (“IPC”) reduced exposure in small- and mid-cap securities to increase cash. This move was a defensive tactic as the market had seen a 30% upward run since its October 2011 lows. This move reduced the downside effect of any potential correctional forces. The second move occurred in May, as IPC reduced the total cash position from its previous tactical move and increased exposure in Large-Cap domestic equities. Following a 9% decline in the market since IPC’s previous decision, the S&P 500 was flirting with IPC’s near-term trading range. It seemed appropriate to add back equity exposure with Large-Cap names to take advantage of its lower boundary. The third move occurred in August, as IPC increased its total cash position to 5% with a pro-rata reduction in all equity subclasses. The market had risen almost 10% since the previous change and it was deemed appropriate to take some profits off the table. The fourth move occurred in October as the IPC reduced cash again, this time to 2%, and re-allocated towards developed international equity and real assets/commodities. Developed international had previously been underweighted for more than 2 years and this change took a step back towards a neutral allocation. The increase into real assets and commodities was in response to further quantitative easing by world banks pushing up the price of dollar-denominated currencies. Overall, we believe these tactical changes and the Fund’s current allocation will benefit shareholders going forward.

(1)

(2)

The Balanced Allocation Indices 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 Bond 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)

At the end of 2012, the Balanced Allocation Fund had a 65% allocation to equity funds. Of particular importance to the Fund’s performance were the two best asset-weighted performing equity fund holdings in the portfolio, the

Huntington International Equity Fund (11.2%)* and the Huntington Situs Fund (5.3%)*. For the year ended December 31, 2012, the Huntington International Equity Fund’s Trust shares returned 14.28%, which underperformed the 17.32% return of its benchmark, the MSCI-EAFE Index, for the same period. The Huntington Situs Fund Trust shares returned 24.11%, which outperformed the 16.33% return of its benchmark, the S&P SmallCap 600 Index.

At the end of 2012, the Balanced Allocation Fund had a 33% allocation to fixed-income funds. Of particular importance to the Fund’s performance were the two best asset-weighted performing fixed-income fund holdings in the portfolio, the Huntington Short/Intermediate Fixed Income Fund (7.1%)* and the Huntington Intermediate Government Income Fund (7.1%)*. For the year ended December 31, 2012, the Huntington Short/Intermediate Fixed Income Fund Trust shares returned 1.79%, which underperformed the 2.47% return of its benchmark, the BofA Merrill Lynch 1-5 Year Corporate/Government Credit Index, for the same period. The Huntington Intermediate Government Income Fund’s Trust shares returned 1.68%, which underperformed the 3.89% return of its benchmark, the Barclays Intermediate Government/Credit Index for the same period.

*	Percentage of holdings based on Fund’s net assets as of 12/31/2012. The composition of the Fund’s holdings is subject to change.

Annual Shareholder Report

Balanced Allocation Fund (Continued)

LOGO


*Class*	*Expense Ratio*
A		1.90%

The above expense ratio is from the Funds’ prospectus dated May 1, 2012. Additional information pertaining to the Fund’s expense ratio as of December 31, 2012 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 12/31/12

Management’s Discussion of Fund Performance

Manager:

Paula Jurcenko

Senior Vice President

Huntington Asset Advisors, Inc.

For the fiscal year ended December 31, 2012, the Huntington Conservative Allocation Fund Class A Shares produced a total return (not including the deduction of applicable sales charges) of 4.43% based on net asset value. This performance compares to the 4.21% total return of its benchmark, the Barclay’s U.S. Aggregate Bond Index (“BUSAI”)¹ and 6.57% total return for the Conservative Allocation Indices Blend (“CAIB”)² for the same period.

Huntington Asset Advisors, Inc. utilizes optimization software and both internal and external research to analyze the economy and the capital markets to determine 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 2012, this resulted in four tactical allocation changes that were implemented in the Fund.

2012 saw many events that both bolstered and undermined the market’s confidence. Yet, despite continued economic uncertainty, a divisive political climate and election, the fiscal cliff, and the end of the Mayan Calendar – 2012 saw the S&P 500 rise 16%. A positive total year return did not negate the overall market volatility, however, with the S&P swinging as much as positively 15% and negatively 9% from its various highs and lows. It is because of these market gyrations that Huntington’s tactical re-allocations provided value. Of the four shifts, the first occurred in March when Huntington’s Investment Policy Committee (IPC) reduced exposure in small- and mid-cap securities to increase cash. This move was a defensive tactic as the market had seen a 30% upward run since its October lows. This move reduced the downside effect of any potential correctional forces. The second move occurred in May, as IPC reduced the total cash position from its previous tactical move and increased exposure Large-Cap domestic equities. Following a 9% decline in the market since IPC’s previous decision, the S&P 500 was flirting with IPC’s near-term trading range. It seemed appropriate to add back equity exposure with Large-cap names to take advantage of its lower boundary. The third move occurred in August, as IPC increased its total cash position to 5%, with a pro-rata reduction in all equity subclasses. The market had risen almost 10% since the previous change and it was deemed appropriate to take some profits off the table. The fourth move occurred in October and reduced cash again, this time to 2%, and re-allocated towards developed international equity and real assets/commodities. Developed international had previously been underweighted for more than 2 years and this change took a step back towards a neutral allocation. The increase into real assets and commodities was in response to further quantitative easing by world banks pushing up the price of dollar-denominated currencies. Overall, we believe these tactical changes and the fund’s current allocation will benefit shareholders going forward.

(1)

(2)

The Conservative Allocation Indices Blended Benchmark is a custom blended index comprised of the following two indices with their noted respective weightings: Standard & Poor’s 500 Index (20%) and the Barclays U.S. Aggregate Bond Index (80%). The Barclays U.S. Aggregate Bond 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)

At the end of 2012, the Conservative Allocation Fund had a 74% allocation to fixed-income funds. Of particular importance to the Fund’s performance were the two best asset-weighted performing fixed-income fund holdings in the portfolio, the Huntington Short/Intermediate Fixed Income Securities Fund (16.0%)* and the Huntington / Intermediate Government Income Fund (16.0%)*. For the year ended December 31, 2012, the Huntington Short/

Intermediate Fixed Income Securities Fund’s Trust shares returned 1.79%, which underperformed the 2.47% return of its benchmark, the BofA Merrill Lynch 1-5 Year Corporate/Government Credit Index, for the same period. The Huntington Intermediate Government Income Fund’s Trust shares returned 1.68%, which underperformed the 3.89% return of its benchmark, the Barclays Intermediate Government/Credit Index for the same period.

At the end of 2012, the Conservative Allocation Fund had a 25% allocation to equity funds. Of particular importance to the Fund’s performance were the two best asset-weighted performing equity fund holdings in the portfolio, the Huntington International Equity Fund (4.4% of the portfolio) and the Huntington Situs Fund (2.1% of the portfolio). For the year ended December 31, 2012, the Huntington International Equity Fund Trust shares returned 14.28%, which underperformed the 17.32% return of its benchmark, the MSCI-EAFE Index, for the same period. The Huntington Situs Fund’s Trust shares returned 24.11%, which outperformed the 16.33% return of its benchmark, the S&P SmallCap 600 Index for the same period.

*	Percentage of holdings based on Fund’s net assets as of 12/31/2012. The composition of the Fund’s holdings is subject to change.

Annual Shareholder Report

Conservative Allocation Fund (Continued)

LOGO


*Class*	*Expense Ratio*
A		1.90%

The above expense ratios is from the Funds’ prospectus dated May 1, 2012. Additional information pertaining to the Fund’s expense ratio as of December 31, 2012 can be found in the financial highlights.

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 12/31/12

Management’s Discussion of Fund Performance

Manager:

Paula Jurcenko

Senior Vice President

Huntington Asset Advisors, Inc.

For the fiscal year ended December 31, 2012, the Huntington Growth Allocation Fund Class A Shares produced a total return (not including the deduction of applicable sales charges) of 10.01% based on net asset value. This performance compares to the 16.00% total return of its benchmark, the Standard and Poor’s 500 Index (“S&P 500”)¹ and the 13.65% total return for the Growth Allocation Indices Blend (“GAIB”)² for the same period.

Huntington Asset Advisors, Inc. utilizes optimization software and both internal and external research to analyze the economy and the capital markets to determine 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 Growth Allocation Fund. During 2012, this resulted in four tactical allocation changes that were implemented in the Fund.

2012 saw many events that both bolstered and undermined the market’s confidence. Yet, despite continued economic uncertainty, a divisive political climate and election, the fiscal cliff, and the end of the Mayan Calendar – 2012 saw the S&P 500 rise 16%. A positive total year return did not negate the overall market volatility, however, with the S&P swinging as much as positively 15% and negatively 9% from its various highs and lows. It is because of these market gyrations that Huntington’s tactical re-allocations provided value. Of the four shifts, the first occurred in March when Huntington’s Investment Policy Committee (IPC) reduced exposure in small- and mid-cap securities to increase cash. This move was a defensive tactic as the market had seen a 30% upward run since its October lows. This move reduced the downside effect of any potential correctional forces. The second move occurred in May, as IPC reduced the total cash position from its previous tactical move and increased exposure Large-Cap domestic equities. Following a 9% decline in the market since IPC’s previous decision, the S&P 500 was flirting with IPC’s near-term trading range. It seemed appropriate to add back equity exposure with Large-cap names to take advantage of its lower boundary. The third move occurred in August, as IPC increased its total cash position to 5%, with a pro-rata reduction in all equity subclasses. The market had risen almost 10% since the previous change and it was deemed appropriate to take some profits off the table. The fourth move occurred in October and reduced cash again, this time to 2%, and re-allocated towards developed international equity and real assets/commodities. Developed international had previously been underweighted for more than 2 years and this change took a step back towards a neutral allocation. The increase into real assets and commodities was in response to further quantitative easing by world banks pushing up the price of dollar-denominated currencies. Overall, we believe these tactical changes and the Fund’s current allocation will benefit shareholders going forward.

(1)

(2)

The Growth Allocation Indices 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 Bond 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)

At the end of 2012, the Growth Allocation Fund had a 86% allocation to equity funds. Of particular importance to the Fund’s performance were the two best asset-weighted performing equity fund holdings in the portfolio, the Huntington International Equity Fund (14.8%)* and the Huntington Situs Fund (7.0%)*. For the year ended December 31, 2012, the Huntington International Equity Fund’s Trust shares returned 14.28%, which underperformed the 17.32% return of its benchmark, the MSCI-EAFE Index, for the same period. The Huntington Situs Fund’s Trust shares returned 24.11%, which outperformed the 16.33% return of its benchmark, the S&P SmallCap 600 Index for the same period.

At the end of 2012, the Growth Allocation Fund had a 13% allocation to fixed-income funds. Of particular importance to the Fund’s performance were the two best asset-weighted performing fixed-income fund holdings in the portfolio, the Huntington Short/Intermediate Fixed Income Securities Fund (2.8%)* and the Huntington Intermediate Government Income Fund (2.8%)*. For the year ended December 31, 2012, the Huntington Short/Intermediate Fixed Income Securities Fund’s Trust shares returned 1.79%, which underperformed the 2.47% return of its benchmark, the BofA Merrill Lynch 1-5 Year Corporate/Government Credit Index, for the same period. The Huntington Intermediate Government Income Fund’s Trust shares returned 1.68%, which underperformed the 3.89% return of its benchmark, the Barclays Intermediate Government/Credit Index for the same period.

*	Percentage of holdings based on Fund’s net assets as of 12/31/2012. The composition of the Fund’s holdings is subject to change.

Growth Allocation Fund (Continued)

LOGO


*Class*	*Expense Ratio*
A		1.90%

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, 2012


*Portfolio of Investments Summary Table*		(unaudited)


*Asset Allocation*	Percentage of Market Value
Medical		41.9%
Multifamily Housing		23.9%
General Obligation		16.5%
Higher Education		6.5%
Cash		4.8%
Development		3.0%
School District		2.7%
Water		0.5%
Airport		0.2%
*Total*		*100.0%*

Portfolio holdings and allocations are subject to change. As of December 31, 2012, 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.

Portfolio of Investments


Principal Amount			*Value*

	*Municipal Bonds — 95.6%*
	*Colorado — 0.2%*
$	145,000	Douglas County, CO, School District No. Re-1 Douglas & Elbert Counties, G.O., 2.000%, 12/15/13	$	147,206
	*Connecticut — 0.3%*
	200,000	Woodbury, CT, G.O., 2.000%, 8/15/13		201,981
	*Florida — 17.7%*
	1,365,000	Broward County, FL, Housing Finance Authority Revenue, (Freddie Mac Ins.), 0.090%, 12/1/29 (a)		1,365,000
	300,000	Florida State Housing Finance Corp., Various Refunding Housing Island Club Revenue, 0.090%, 7/1/31 (a)		300,000
	3,005,000	Jacksonville, FL, Housing Finance Authority Revenue, (Fannie Mae Ins.), 0.090%, 7/15/33 (a)		3,005,000
	700,000	North Broward, FL, Hospital District Revenue, (MBIA Ins. LOC - Wachovia Bank N.A.), 0.070%, 1/15/27 (a)		700,000
	700,000	Palm Beach County, FL, Revenue, (LOC - Northern Trust Co.), 0.130%, 11/1/36 (a)		700,000
	200,000	Palm Beach County, FL, Revenue, (LOC - Northern Trust Co.), 0.150%, 5/1/25 (a)		200,000
	2,625,000	Pinellas County, FL, Health Facilities Authority Revenue, Series A-1, (AGM Ins.), 0.020%, 11/1/38 (a)		2,625,000


Principal Amount			*Value*

	*Municipal Bonds — (Continued)*
	*Florida — (Continued)*
$	3,100,000	Sarasota County, FL, Public Hospital District Hospital Revenue, Sarasota Memorial Hospital, Series A, (LOC - Northern Trust Co.), 0.030%, 7/1/37 (a)	$	3,100,000
	1,100,000	Volusia County, FL, Housing Finance Authority Refunding Revenue, (Fannie Mae Ins.), 0.090%, 1/15/32 (a)		1,100,000
				13,095,000
	*Georgia — 2.0%*
	1,500,000	Cobb County, GA, Housing Authority Revenue, Tamarron Apartments, (Freddie Mac Ins.), 0.090%, 3/1/24 (a)		1,500,000
	*Idaho — 1.6%*
	1,200,000	Idaho State Housing & Finance Association Revenue, Series A, 0.080%, 1/1/38 (a)		1,200,000
	*Indiana — 2.3%*
	1,200,000	Indiana State Development Finance Authority Revenue, (LOC - JPMorgan Chase Bank), 0.070%, 11/1/35 (a)		1,200,000
	145,000	Mooresville, IN, Public Library Leasing Corp. Revenue, 2.000%, 7/15/13		146,163
	100,000	Mooresville, IN, Public Library Leasing Corp. Revenue, 2.000%, 1/15/13		100,058
	250,000	South Bend, IN, Building Corp. Revenue, 3.000%, 2/1/13		250,535
				1,696,756

(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)*
	*Iowa — 2.5%*
$	600,000	Iowa State Finance Authority, Health Facilities Authority Revenue, Series B, 0.070%, 2/15/35 (a)	$	600,000
	900,000	Iowa State Finance Authority, Health Facilities Authority Revenue, Series A, 0.070%, 2/15/35 (a)		900,000
	320,000	Nevada, IA, Community School District, G.O., 2.000%, 6/1/13		322,116
				1,822,116
	*Kentucky — 0.2%*
	150,000	Jefferson County, KY, School District Finance Corp. Revenue, Series A, 3.500%, 7/1/13		152,235
	*Massachusetts — 0.2%*
	150,000	Tisbury, MA, Muni Purpose Loan, G.O., 2.000%, 11/1/13		151,991
	*Michigan — 1.3%*
	155,000	Howell Township, MI, Refunding Special Assessment, G.O., Series C, 3.000%, 5/1/13		156,148
	130,000	Howell Township, MI, Refunding Special Assessment, G.O., Series B, 2.000%, 5/1/13		130,512
	665,000	Howell Township, MI, Refunding Special Assessment, G.O., Series A, 3.000%, 5/1/13		669,804
				956,464
	*Minnesota — 7.3%*
	400,000	Burnsville, MN, Multifamily Revenue, 0.110%, 10/15/33 (a)		400,000
	1,995,000	Minneapolis & St. Paul, MN, Housing & Redevelopment Authority, Health Care Revenue, Allina Health Systems, Series B-1, (LOC - JPMorgan Chase Bank), 0.060%, 11/15/35 (a)		1,995,000
	1,000,000	Minneapolis, MN, Housing Development Revenue, 0.080%, 9/1/26 (a)		1,000,000
	2,000,000	Richfield, MN, Housing Revenue, Woodlake Richfield Apartments Project, (LOC - Wells Fargo Bank N.A.), 0.050%, 10/1/53 (a)		2,000,000
				5,395,000
	*Missouri — 4.2%*
	2,000,000	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)		2,000,000
	200,000	Missouri State Health & Educational Facilities Authority Revenue, St. Louis University, Series A-1, (LOC - Wells Fargo Bank N.A.), 0.060%, 10/1/35 (a)		200,000


Principal Amount			*Value*

	*Municipal Bonds — (Continued)*
	*Missouri — (Continued)*
$	945,000	Missouri State Health & Educational Facilities Authority Revenue, BJC Health System, Series B, (SPA - U.S. Bank N.A.), 0.040%, 5/15/38 (a)	$	945,000
				3,145,000
	*New York — 2.3%*
	380,000	Lindenhurst, NY, G.O., 2.000%, 8/1/13		383,526
	1,300,000	New York State Housing Finance Agency Revenue, (Fannie Mae Ins.), 0.070%, 5/15/39 (a)		1,300,000
				1,683,526
	*North Carolina — 12.5%*
	1,990,000	Cary, NC, Various Public Improvements, G.O., (SPA - JPMorgan Chase Bank), 0.080%, 6/1/27 (a)		1,990,000
	2,400,000	Charlotte-Mecklenburg Hospital Authority, NC, Health Care System Revenue, Series H, (LOC - Wells Fargo Bank N.A.), 0.020%, 1/15/45 (a)		2,400,000
	4,000,000	Charlotte-Mecklenburg Hospital Authority, NC, Health Care System Revenue, Series B, (LOC - U.S. Bank N.A.), 0.020%, 1/15/26 (a)		4,000,000
	400,000	New Hanover County, NC, Hospital Revenue, Series B-1, (AGM Ins.), 0.160%, 10/1/26 (a)		400,000
	500,000	New Hanover County, NC, Hospital Revenue, Series A-1, (AGM Ins. SPA - Wachovia Bank N.A.), 0.160%, 10/1/23 (a)		500,000
				9,290,000
	*North Dakota — 0.5%*
	385,000	McKenzie County, ND, Public School District Building Authority Lease Revenue, 2.000%, 5/1/13		386,837
	*Ohio — 18.1%*
	200,000	Butler County, OH, Port Authority Economic Development Facilities Lease Revenue, Great Miami Valley YMCA, (LOC - JPMorgan Chase Bank), 0.150%, 9/1/37 (a)		200,000
	625,000	Butler County, OH, Capital Funding Revenue Bond, Series A, (LOC - U.S. Bank N.A.), 0.100%, 6/1/35 (a)		625,000
	165,000	Chagrin Falls, OH, Exempted Village School District, G.O., Series B, 2.000%, 12/1/13		167,331
	545,000	Clark County, OH, Various Purposes, G.O., 1.000%, 5/30/13		546,234

(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)*
	*Ohio — (Continued)*
$	135,000	Columbus, OH, Regional Airport Authority Revenue, Series A, (LOC - U.S. Bank N.A.), 0.080%, 3/1/34 (a)	$	135,000
	310,000	Delaware, OH, G.O., 1.000%, 12/1/13		311,694
	875,000	Euclid, OH, Various Purposes, G.O., 1.250%, 6/13/13		876,938
	145,000	Fairview Park, OH, City School District, G.O., 1.000%, 12/1/13		145,657
	755,000	Franklin County, OH, Industrial Development Revenue, (SPA - JPMorgan Chase Bank), 0.150%, 11/1/14 (a)		755,000
	745,000	Franklin County, OH, Hospital Revenue, U.S. Health Corp., Series A, (LOC -Citibank N.A.), 0.100%, 12/1/21 (a)		745,000
	75,000	Franklin County, OH, Hospital Revenue, OhioHealth Corp., Series C, 4.000%, 5/15/13		75,951
	1,000,000	Hamilton, OH, Various Purposes, G.O., 1.125%, 10/3/13		1,003,929
	310,000	Harrison, OH, G.O., 2.750%, 10/24/13		314,354
	400,000	Lorain, OH, Port Authority Revenue, Land Reutilization Project, 2.500%, 11/6/13		405,722
	430,000	Maple Heights, OH, City School District, G.O., 1.250%, 4/11/13		430,761
	2,000,000	Montgomery County, OH, Revenue, Miami Valley Hospital, Series B, (SPA -Barclays Bank PLC), 0.030%, 11/15/39 (a)		2,000,000
	1,000,000	Ohio State University, General Receipts Revenue, (SPA - Huntington National Bank), 0.070%, 12/1/27 (a)		1,000,000
	2,000,000	Ohio State University, Infrastructure Improvements, G.O., Series B, 0.080%, 8/1/21 (a)		2,000,000
	1,000,000	Pataskala, OH, Various Purposes, G.O., 1.500%, 3/28/13		1,002,344
	355,000	Springfield, OH, Various Purposes, G.O., 2.000%, 6/1/13		356,526
	125,000	Tecumseh, OH, Local School District, Various Purposes, G.O., 2.000%, 12/1/13		126,707
	160,000	Washington, OH, Local School District/Lucas County, COP, 4.000%, 9/1/13		163,168
	40,000	Youngstown, OH, City School District, G.O., 3.000%, 12/1/13		40,873
				13,428,189
	*Oklahoma — 0.3%*
	200,000	Oklahoma County, OK, G.O., Series A, 3.500%, 7/1/13		203,082


Principal Amount			*Value*

	*Municipal Bonds — (Continued)*
	*Pennsylvania — 0.6%*
$	100,000	Lancaster County, PA, G.O., Series A, 2.500%, 11/1/13	$	101,572
	325,000	Souderton, PA, Area School District, G.O., Series AA, 3.000%, 9/1/13		330,608
				432,180
	*Tennessee — 2.2%*
	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 — 4.7%*
	200,000	Austin Housing Finance Corp., Housing Finance Corp. Multi-family Housing Revenue, Stassney Woods Apartments, Series A, (Fannie Mae Ins., LOC -JPMorgan Chase Bank), 0.090%, 10/15/32 (a)		200,000
	205,000	Crandall, TX, Independent School District, G.O., Series B, 0.000%, 8/15/13 (b)		204,145
	1,300,000	Harris County, TX, Cultural Education Facilities Finance Corp. Revenue, Series B-2, (LOC - JPMorgan Chase & Co.), 0.070%, 9/1/31 (a)		1,300,000
	700,000	Harris County, TX, Cultural Education Facilities Finance Corp., Series B-1, 0.070%, 9/1/31 (a)		700,000
	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
				3,514,145
	*Virginia — 9.5%*
	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
	4,080,000	Roanoke, VA, Economic Development Authority, Hospital Revenue, Series A-1, 0.040%, 7/1/36 (a)		4,080,000
	1,275,000	Roanoke, VA , Economic Development Authority, Hospital Revenue, Series A-2, 0.040%, 7/1/36 (a)		1,275,000
				7,030,000

(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)*
	*Washington — 4.0%*
$	100,000	Snohomish County, WA, School District No. 15 Edmonds, G.O., Series A, 5.000%, 12/1/13	$	104,198
	1,165,000	Washington Economic Development Finance Authority Revenue, Pioneer Human Services, 0.030%, 9/1/18 (a)		1,165,000
	1,665,000	Washington State Housing Finance Commission, Nonprofit Revenue, 0.030%, 8/1/19 (a)		1,665,000
				2,934,198
	*Wisconsin — 1.1%*
	700,000	Milwaukee, WI, Area Technical College District, G.O., Series 12-13C, 2.000%, 6/1/13		704,340
	130,000	Oshkosh, WI, Promisorry Notes, G.O., Series C, 2.000%, 12/1/13		131,898
				836,238
	*Total Municipal Bonds (Cost $70,827,144)*			*70,827,144*


*Shares*			*Value*
	*Cash Equivalents — 4.8%*
	1,000,000	FFI Institutional Tax-Exempt Fund, 0.010% (c)	$	1,000,000
	2,552,659	Fidelity Institutional Tax-Exempt Money Market Portfolio, Class I, 0.010% (c)		2,552,659
	*Total Cash Equivalents (Cost $3,552,659)*			*3,552,659*
	Total Investments (Cost $74,379,803) — 100.4%			*74,379,803*
	*Liabilities in Excess of Other Assets — (0.4)%*			*(297,734)*
	*Net Assets — 100.0%*		$	*74,082,069*

(a)

Variable or Floating Rate Security. Rate disclosed is as of December 31, 2012.

(b)

Zero coupon capital appreciation bond.

(c)

Rate disclosed is the seven day yield as of December 31, 2012.

AGM — Assured Guaranty Municipal Corp.

COP — Certificate of Participation

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, 2012


*Portfolio of Investments Summary Table*		(unaudited)


*Asset Allocation*	Percentage of Market Value
U.S. Government Agencies		28.7	%
Repurchase Agreements		15.0	%
Commercial Papers		14.2	%
Municipal Bonds		12.9	%
Yankee Certificates of Deposit		11.6	%
Cash		10.1	%
Corporate Bonds		7.5	%
*Total*		*100.0*	%

Portfolio of Investments


Principal Amount			*Value*

	*U.S. Government Agencies — 28.7%*
	*Federal Farm Credit Bank — 10.1%*
$	5,000,000	0.176%, 2/20/13 (a)	$	5,000,202
	10,000,000	0.216%, 3/6/13 (a)		10,000,523
	10,000,000	0.166%, 4/16/13 (a)		10,000,285
	10,000,000	0.190%, 6/20/13 (a)		9,999,530
				35,000,540
	*Federal Home Loan Bank — 18.6%*
	10,000,000	0.183%, 4/12/13 (a)		9,999,761
	10,000,000	0.165%, 4/18/13 (a)		9,999,567
	10,000,000	0.180%, 5/6/13 (a)		9,999,652
	5,000,000	0.240%, 5/21/13		5,001,111
	10,000,000	0.200%, 6/18/13 (a)		10,000,000
	10,000,000	0.180%, 7/12/13 (a)		9,999,465
	9,400,000	0.128%, 9/18/13 (a)		9,397,494
				64,397,050
	Total U.S. Government Agencies (Cost $99,397,590)			*99,397,590*
	*Repurchase Agreements — 15.0%*
	52,054,200	TD Securities, 0.170%, dated 12/31/12, due 1/2/13, repurchase price $52,054,692 (collateralized by U.S. Treasury Notes, 0.750%, 12/31/17, market value $53,051,875)		52,054,200
	*Total Repurchase Agreements (Cost $52,054,200)*			*52,054,200*
	*Commercial Papers — 14.2%*
	5,000,000	Coca-Cola Co./The, 0.161%, 3/25/13		4,998,156
	10,000,000	Commonwealth Bank of Australia, 0.307%, 2/4/13		9,997,072
	5,000,000	Dell, Inc., 0.567%, 6/10/13		4,990,667
	5,000,000	Honeywell International, Inc., 0.160%, 2/28/13		4,998,711
	5,000,000	Medtronic, Inc., 0.181%, 4/11/13		4,997,500


Principal Amount			*Value*

	*Commercial Papers — (Continued)*
$	5,000,000	National Australia Funding Delaware, Inc., 0.275%, 1/28/13	$	4,998,950
	4,175,000	Walt Disney Co./The, 0.140%, 3/8/13		4,173,928
	10,000,000	Westpac Banking Corp., 0.380%, 11/1/13		10,000,000
	*Total Commercial Papers (Cost $49,154,984)*			*49,154,984*
	*Municipal Bonds — 12.9%*
	*Kentucky — 2.8%*
	9,600,000	Carroll County, KY, Solid Waste Disposal Revenue, BPB Acquisition Project, (LOC - Bank of America N.A.), AMT, 0.110%, 5/1/31 (a)		9,600,000
	*New York — 1.7%*
	6,000,000	New York State Local Government Assistance Corp. Revenue, Series B, (SPA - JPMorgan Chase Bank), 0.090%, 4/1/21 (a)		6,000,000
	*North Carolina — 4.0%*
	4,500,000	Charlotte, NC, Special Obligation Revenue, Uptown Project, (SPA - Wachovia Bank N.A.), 0.190%, 6/1/21 (a)		4,500,000
	4,500,000	North Carolina Capital Facilities Finance Agency Education Facilities Revenue, (LOC - Branch Banking & Trust), 0.100%, 10/1/34 (a)		4,500,000
	5,000,000	Winston-Salem, NC, Water & Sewer Systems Revenue, Series B, (SPA - Branch Banking & Trust), 0.090%, 6/1/30 (a)		5,000,000
				14,000,000

(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)*
	*Ohio — 2.9%*
$	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
	5,000,000	Hamilton County, OH, Hospital Facilities Revenue, 0.110%, 5/15/37 (a)		5,000,000
				10,000,000
	*Texas — 1.5%*
	5,000,000	Texas State Department of Housing & Community Affairs Multifamily Housing Revenue, (LOC - Citibank N.A.), AMT, 0.100%, 5/1/40 (a)		5,000,000
	*Total Municipal Bonds (Cost $44,600,000)*			*44,600,000*
	*Yankee Certificates of Deposit — 11.5%*
	10,000,000	Bank of Montreal/Chicago, 0.756%, 10/3/13 (a)		10,035,692
	10,000,000	Bank of Nova Scotia/Houston, 0.259%, 2/15/13 (a)		10,000,000
	10,000,000	Royal Bank of Canada/New York , 2.250%, 3/15/13		10,040,360
	10,000,000	Toronto Dominion Bank, 0.313%, 2/4/13 (a)		10,000,000
	Total Yankee Certificates of Deposit (Cost $40,076,052)			*40,076,052*
	*Corporate Bonds — 7.5%*
	*Consumer Staples — 1.4%*
	5,000,000	PepsiCo, Inc., 0.390%, 5/10/13 (a)		5,002,829
	*Financials — 6.1%*
	3,161,000	General Electric Capital Corp., MTN, 1.212%, 5/22/13 (a)		3,173,178
	1,400,000	General Electric Capital Corp., MTN, 0.909%, 6/19/13 (a)		1,404,470
	5,095,000	JPMorgan Chase & Co., MTN, 0.962%, 2/26/13 (a)		5,099,983
	5,000,000	National Australia Bank Ltd., 0.831%, 1/8/13 (a) (b)		5,000,672
	6,330,000	US Bancorp, Series MTN, 1.125%, 10/30/13		6,368,481
				21,046,784
	*Total Corporate Bonds ( Cost $26,049,613)*			*26,049,613*


*Shares*			*Value*
	*Cash Equivalents — 10.1%*
	30,000,000	Fidelity Institutional Money Market Portfolio, 0.180% (c)	$	30,000,000
	5,000,000	Flex-Funds - The Money Market Fund -Institutional Class, 0.150% (c)		5,000,000
	*Total Cash Equivalents (Cost $35,000,000)*			*35,000,000*
	Total Investments (Cost $346,332,439) — 99.9%			*346,332,439*
	*Other Assets in Excess of Liabilities — 0.1%*			*279,438*
	*Net Assets — 100.0%*		$	*346,611,877*

(a)

Variable or Floating Rate Security. Rate disclosed is as of December 31, 2012. Date shown represents final maturity date.

(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)

Rate disclosed is the seven day yield as of December 31, 2012.

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, 2012


*Portfolio of Investments Summary Table*		(unaudited)


*Asset Allocation*	Percentage of Market Value
General Obligation		41.7	%
Medical		29.1	%
Higher Education		16.7	%
Cash		4.7	%
Pollution		4.7	%
School District		1.3	%
Development		0.9	%
Airport		0.6	%
Multifamily Housing		0.3	%
*Total*		*100.0*	%

Portfolio of Investments


Principal Amount			*Value*

	*Municipal Bonds — 95.2%*
	*Ohio — 95.2%*
$	500,000	Akron, OH, Health Benefit Claims, BAN, 1.375%, 3/14/13	$	500,710
	3,615,000	Allen County, OH, Hospital Facilities Revenue, Catholic Healthcare, Series B, (LOC - JPMorgan Chase Bank), 0.070%, 10/1/31 (a)		3,615,000
	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
	550,000	Cleveland, OH, Cuyahoga County Port Authority Educational Facilities Revenue, (LOC - JPMorgan Chase Bank), 0.070%, 4/1/38 (a)		550,000
	2,715,000	Cleveland, OH, Cuyahoga County Port Authority Revenue, (LOC - JPMorgan Chase Bank), 0.110%, 1/1/37 (a)		2,715,000
	3,040,000	Cleveland, OH, Cuyahoga County Port Authority Revenue, Carnegie/96th Research Building Project, (LOC - JPMorgan Chase Bank), 0.110%, 1/1/37 (a)		3,040,000
	200,000	Cleveland, OH, Income Tax Revenue, Series A, 2.000%, 10/1/13		202,236
	675,000	Columbus & Franklin County Metropolitan Park District Revenue, 1.250%, 8/14/13		676,861
	3,350,000	Columbus, OH, Regional Airport Authority Capital Funding Revenue, (LOC - U.S. Bank N.A.), 0.080%, 7/1/35 (a)		3,350,000
	4,375,000	Columbus, OH, G.O., Series 1, 0.090%, 12/1/26 (a)		4,375,000


Principal Amount			*Value*

	*Municipal Bonds — (Continued)*
	*Ohio — (Continued)*
$	860,000	Columbus, OH, Regional Airport Authority Revenue, Series A, (LOC -U.S. Bank N.A.), 0.080%, 3/1/34 (a)	$	860,000
	370,000	Columbus, OH, Regional Airport Authority Capital Funding Revenue, (LOC - U.S. Bank N.A.), 0.080%, 12/1/36 (a)		370,000
	5,030,000	Cuyahoga County, OH, Revenue, Cleveland Clinic - Subseries B3, (SPA - Bank of America N.A.), 0.060%, 1/1/39 (a)		5,030,000
	5,100,000	Cuyahoga County, OH, Revenue, Cleveland Clinic - Subseries B1, (SPA - JPMorgan Chase Bank), 0.030%, 1/1/39 (a)		5,100,000
	1,200,000	Cuyahoga Falls, OH, Various Purposes, G.O., 1.000%, 12/5/13		1,206,634
	400,000	East Knox, OH, Local School District, G.O., 1.750%, 2/7/13		400,503
	1,100,000	Elyria, OH, G.O., 1.000%, 6/6/13		1,101,867
	1,000,000	Euclid, OH, Various Purposes, G.O., 1.250%, 6/13/13		1,002,215
	145,000	Fairbanks, OH, Local School District, G.O., 1.000%, 12/1/13		145,660
	740,000	Franklin County, OH, Industrial Development Revenue, (SPA - JPMorgan Chase Bank), 0.150%, 11/1/14 (a)		740,000
	655,000	Franklin County, OH, Hospital Revenue, U.S. Health Corp., Series A, (LOC -Citibank N.A.), 0.100%, 12/1/21 (a)		655,000
	150,000	Franklin County, OH, Nationwide Hospital, Series G, (SPA - JPMorgan Chase Bank), 0.090%, 5/1/29 (a)		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)*
$	5,000,000	Franklin County, OH, OhioHealth Facilities, Series A, (SPA - Barclays Bank PLC), 0.080%, 11/15/41 (a)	$	5,000,000
	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
	1,525,000	Harrison, OH, Public Infrastructure Improvements, G.O., 1.650%, 10/24/13		1,534,809
	5,600,000	Kent State University, OH, General Receipts Revenue, (Various), Series B, (LOC - Bank of America N.A.), 0.110%, 5/1/32 (a)		5,600,000
	510,000	Mahoning County, OH, G.O., 1.250%, 10/15/13		512,590
	750,000	Maple Heights, OH, City School District, G.O., 1.250%, 4/11/13		751,327
	1,550,000	Marysville, OH, Various Purposes, G.O., 1.000%, 8/28/13		1,554,539
	115,000	Middleburg Heights, OH, Hospital Revenue, 2.000%, 8/1/13		115,966
	1,200,000	Montgomery County, OH, Revenue, Various Catholic Health, Series B-1, (SPA - Bank of NY Mellon), 0.080%, 3/1/27 (a)		1,200,000
	3,030,000	Montgomery County, OH, Revenue, Miami Valley Hospital, Series B, (SPA - Barclays Bank PLC), 0.030%, 11/15/39 (a)		3,030,000
	3,000,000	Montgomery County, OH, Revenue, Miami Valley Hospital, Series B, (SPA - JPMorgan Chase Bank), 0.030%, 11/15/45 (a)		3,000,000
	4,000,000	Montgomery County, OH, Revenue, Miami Valley Hospital, Series C, (SPA - JPMorgan Chase Bank), 0.020%, 11/15/45 (a)		4,000,000
	500,000	Morrow County, OH, G.O., 1.500%, 1/17/13		500,217
	470,000	Obetz, OH, Various Purposes, G.O., 0.500%, 12/1/13		470,000
	1,060,000	Ohio Air Quality Development Authority Refunding Revenue, Series B, (LOC - UBS AG), 0.080%, 3/1/23 (a)		1,060,000
	5,100,000	Ohio Air Quality Development Authority Refunding Revenue, Series B, (LOC - Bank of Nova Scotia), 0.050%, 2/1/26 (a)		5,100,000
	400,000	Ohio Housing Finance Agency Multifamily Revenue, (Housing Chambrel at Montrose), Series F, (Fannie Mae Ins.), 0.100%, 11/15/32 (a)		400,000


Principal Amount			*Value*

	*Municipal Bonds — (Continued)*
	*Ohio — (Continued)*
$	4,150,000	Ohio State, Infrastructure Improvements , G.O., Series B, 0.050%, 8/1/17 (a)	$	4,150,000
	4,740,000	Ohio State, Infrastructure Improvements , G.O., Series D, 0.050%, 2/1/19 (a)		4,740,000
	2,000,000	Ohio State, Infrastructure Improvements , G.O., Series A, 0.050%, 2/1/23 (a)		2,000,000
	420,000	Ohio State, School Improvements, G.O., Series A, 0.080%, 3/15/25 (a)		420,000
	75,000	Ohio State, G.O., Series A, 5.000%, 6/15/13		76,510
	5,820,000	Ohio State, G.O., Series B, 0.080%, 3/15/25 (a)		5,820,000
	7,570,000	Ohio State, G.O., Series C, 0.070%, 6/15/26 (a)		7,570,000
	925,000	Ohio State Higher Educational Facilities Revenue, Xavier University Project, (LOC - U.S. Bank N.A.), 0.090%, 5/1/15 (a)		925,000
	1,235,000	Ohio State Higher Educational Facilities Revenue, Marietta College Project, (LOC - JPMorgan Chase Bank), 0.110%, 12/1/24 (a)		1,235,000
	100,000	Ohio State Higher Educational Facilities Revenue, Case Western Reserve, Series A, 0.030%, 10/1/31 (a)		100,000
	240,000	Ohio State Higher Educational Facilities Revenue, Case Western Reserve, Series A, 0.030%, 10/1/31 (a)		240,000
	480,000	Ohio State Higher Educational Facilities Revenue, Marietta College Project, (LOC - JPMorgan Chase Bank), 0.100%, 12/1/32 (a)		480,000
	650,000	Ohio State Higher Educational Facilities Revenue, Dominican University Project, (LOC - JPMorgan Chase Bank), 0.100%, 12/1/37 (a)		650,000
	500,000	Ohio State Higher Educational Facilities Revenue, Case Western Reserve, Series B-1, (LOC - Bank of America N.A.), 0.020%, 12/1/44 (a)		500,000
	5,700,000	Ohio State Higher Educational Facilities Revenue, Case Western Reserve, Series B-2, (LOC - Bank of America N.A.), 0.020%, 12/1/44 (a)		5,700,000
	4,665,000	Ohio State University, Infrastructure Improvements , G.O., Series B, 0.080%, 8/1/21 (a)		4,665,000
	3,560,000	Ohio State University, General Receipts Revenue, (SPA - Huntington National Bank), 0.070%, 12/1/27 (a)		3,560,000
	110,000	Ohio State University, Revenue, Series B, 0.070%, 12/1/28 (a)		110,000

(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)*
$	2,000,000	Ohio State University, Revenue, Series B, 0.080%, 6/1/35 (a)	$	2,000,000
	400,000	Ohio State Water Development Authority, Series B, 0.010%, 10/1/33 (a)		400,000
	1,000,000	Pataskala, OH, Various Purposes, G.O., 1.250%, 11/21/13		1,007,512
	110,000	Sandy Valley, OH, Local School District, G.O., 2.000%, 12/1/13		111,604
	1,500,000	Tipp City, OH, Various Purposes, G.O., Series C, 1.000%, 11/28/13		1,508,116
	5,000,000	Union Township, Clermont County, OH, Various Purposes, G.O., 1.000%, 9/11/13		5,018,975
	300,000	Vermilion, OH, Local School District, COP, 2.000%, 12/1/13		304,099
	250,000	Wapakoneta, OH, City School District, G.O., 1.500%, 5/1/13		250,694
	*Total Municipal Bonds (Cost $125,503,644)*			*125,503,644*


*Shares*			*Value*
	*Cash Equivalents — 4.7%*
	2,000,000	FFI Institutional Tax-Exempt Fund 0.010% (b)	$	2,000,000
	4,234,643	Fidelity Institutional Tax-Exempt Money Market Portfolio, Class I 0.010% (b)		4,234,643
	*Total Cash Equivalents (Cost $6,234,643)*			*6,234,643*
	Total Investments (Cost $131,738,287) — 99.9%			*131,738,287*
	*Other Assets in Excess of Liabilities — 0.1%*			*69,304*
	*Net Assets — 100.0%*		$	*131,807,591*

(a)

Variable or Floating Rate Security. Rate disclosed is as of December 31, 2012. Data shown represents final maturity date.

(b)

Rate disclosed is the seven day yield as of December 31, 2012.

BAN — Bond Anticipation Note

COP — Certificate of Participation

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, 2012


*Portfolio of Investments Summary Table*		(unaudited)


*Asset Allocation*	Percentage of Market Value
U.S. Treasury Obligations		55.6%
Repurchase Agreements		44.4%
*Total*		*100.0%*

Portfolio of Investments


Principal Amount			*Value*

	*U.S. Treasury Obligations — 55.6%*
	*U.S. Treasury Bills — 38.4%*
$	50,000,000	0.060%, 1/3/13	$	50,000,000
	30,000,000	0.040%, 1/10/13		29,999,688
	100,000,000	0.020%, 1/24/13		99,998,387
	10,000,000	0.130%, 1/31/13		9,998,917
	10,000,000	0.140%, 2/7/13		9,998,613
	10,000,000	0.090%, 3/7/13		9,998,330
	10,000,000	0.130%, 3/14/13		9,997,300
	15,000,000	0.060%, 4/18/13		14,997,102
	25,000,000	0.100%, 4/25/13		24,992,273
	15,000,000	0.160%, 5/2/13		14,991,933
	15,000,000	0.130%, 5/23/13		14,992,013
	15,000,000	0.090%, 6/13/13		14,994,227
	5,000,000	0.160%, 7/25/13		4,995,444
	5,000,000	0.170%, 8/22/13		4,994,547
	5,000,000	0.180%, 10/17/13		4,992,835
	5,000,000	0.170%, 11/14/13		4,992,449
				324,934,058
	*U.S. Treasury Notes — 15.4%*
	10,000,000	0.625%, 1/31/13		10,004,426
	30,000,000	2.750%, 2/28/13		30,130,234
	15,000,000	0.625%, 2/28/13		15,013,815
	10,000,000	0.625%, 4/30/13		10,017,397
	15,000,000	3.500%, 5/31/13		15,211,261
	10,000,000	1.125%, 6/15/13		10,044,168
	15,000,000	0.375%, 6/30/13		15,020,256
	15,000,000	0.375%, 7/31/13		15,021,676
	10,000,000	0.125%, 9/30/13		9,995,806
				130,459,039
	*U.S. Treasury Strips — 1.8%*
	15,000,000	0.000%, 2/15/13		14,999,199
	Total U.S. Treasury Obligations (Cost $470,392,296)			*470,392,296*


Principal Amount			*Value*

	*Repurchase Agreements — 44.4%*
$	70,000,000	Bank of America, 0.06%, dated 12/26/12, due 1/2/13, repurchase price $70,000,817 (collateralized by U.S. Treasury Bills, 0.000%, 5/23/13, market value $71,403,883)	$	70,000,000
	70,000,000	Goldman Sachs, 0.12%, dated 12/24/12, due 1/2/13, repurchase price $70,002,100 (collateralized by U.S. Treasury Bonds, 4.375%, 2/15/38, market value $71,468,381)		70,000,000
	20,000,000	Goldman Sachs, 0.12%, dated 12/27/12, due 1/2/13, repurchase price $20,000,400 (collateralized by U.S. Treasury Bonds, 4.375%, 2/15/38, market value $20,242,603)		20,000,000
	50,000,000	Morgan Stanley, 0.18%, dated 12/31/12, due 1/2/13, repurchase price $50,000,500 (collateralized by U.S. Treasury Notes, 0.125%, 12/31/13, market value $50,921,681)		50,000,000
	165,452,800	TD Securities, 0.17%, dated 12/31/12, due 1/2/13, repurchase price $165,454,363 (collateralized by U.S. Treasury Notes, 0.750%, 12/31/17, market value $168,649,539)		165,452,800
	*Total Repurchase Agreements (Cost $375,452,800)*			*375,452,800*
	Total Investments (Cost $845,845,096) — 100.0%			*845,845,096*
	*Other Assets in Excess of Liabilities — 0.0%*			*350,385*
	*Net Assets — 100.0%*		$	*846,195,481*

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

Annual Shareholder Report



*Huntington Disciplined Equity Fund*		December 31, 2012


*Portfolio of Investments Summary Table*		(unaudited)


*Asset Allocation*	Percentage of Market Value
Information Technology		21.9%
Energy		11.8%
Consumer Staples		11.5%
Financials		11.4%
Health Care		11.2%
Industrials		9.0%
Consumer Discretionary		8.8%
Cash¹		6.2%
Telecommunication Services		3.7%
Materials		1.9%
Options Purchased		1.4%
Utilities		0.7%
Real Estate Investment Trusts		0.3%
Exchange-Traded Funds		0.2%
*Total*		*100.0%*

¹	Investments in an affiliated money market fund.

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


*Shares*			*Value*

	*Common Stocks — 93.5%*
	*Consumer Discretionary — 8.9%*
	4,000	Amazon.com, Inc. (a) *	$	1,004,560
	33,000	Comcast Corp., Class A (a)		1,233,540
	42,000	Ford Motor Co.		543,900
	21,000	Home Depot, Inc./The (a)		1,298,850
	10,000	Lowe’s Companies, Inc.		355,200
	11,000	McDonald’s Corp.		970,310
	20,000	News Corp.		524,800
	10,000	NIKE, Inc. (a)		516,000
	8,000	Starbucks Corp.		428,960
	7,000	Target Corp. (a)		414,190
	21,700	Walt Disney Co./The (a)		1,080,443
				8,370,753
	*Consumer Staples — 11.7%*
	22,000	Altria Group, Inc.		691,240
	45,000	Coca-Cola Co./The (a)		1,631,250
	2,500	Colgate-Palmolive Co.		261,350
	5,700	Costco Wholesale Corp. (a)		562,989
	10,500	CVS Caremark Corp. (a)		507,675
	10,000	H.J. Heinz Co.		576,800
	19,300	Kraft Foods, Inc., Class A		491,571
	18,000	PepsiCo, Inc. (a)		1,231,740
	18,000	Philip Morris International, Inc. (a)		1,505,520


*Shares*			*Value*

	*Common Stocks — (Continued)*
	*Consumer Staples — (Continued)*
	28,500	Procter & Gamble Co. (a)	$	1,934,865
	10,000	Walgreen Co. (a)		370,100
	18,000	Wal-Mart Stores, Inc. (a)		1,228,140
				10,993,240
	*Energy — 12.0%*
	4,800	Apache Corp.		376,800
	12,800	Baker Hughes, Inc.		522,752
	20,000	Chevron Corp.		2,162,800
	13,700	ConocoPhillips (a)		794,463
	4,500	Devon Energy Corp.		234,180
	50,100	Exxon Mobil Corp. (a)		4,336,155
	12,000	Halliburton Co.		416,280
	1,500	National Oilwell Varco, Inc.		102,525
	12,500	Occidental Petroleum Corp.		957,625
	6,850	Phillips 66		363,735
	14,500	Schlumberger Ltd. (a)		1,004,705
				11,272,020
	*Financials — 11.6%*
	6,000	Allstate Corp./The		241,020
	12,300	American Express Co.		707,004
	97,000	Bank of America Corp. (a)		1,125,200
	17,000	Bank of New York Mellon Corp./The (a)		436,900

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

Annual Shareholder Report


*Huntington Disciplined Equity Fund*		(Continued)


*Shares*			*Value*

	*Common Stocks — (Continued)*
	*Financials — (Continued)*
	6,500	Berkshire Hathaway, Inc., Class B *	$	583,050
	6,700	Chubb Corp./The (a)		504,644
	28,000	Citigroup, Inc. (a)		1,107,680
	2,200	Goldman Sachs Group, Inc./The		280,632
	45,500	JPMorgan Chase & Co. (a)		2,000,635
	10,000	MetLife, Inc. (a)		329,400
	30,000	Morgan Stanley		573,600
	35,500	U.S. Bancorp (a)		1,133,870
	54,000	Wells Fargo & Co. (a)		1,845,720
				10,869,355
	*Health Care — 11.4%*
	16,200	Abbott Laboratories		1,061,100
	11,000	Amgen, Inc. (a)		949,520
	4,900	Baxter International, Inc.		326,634
	23,200	Bristol-Myers Squibb Co.		756,088
	10,000	Eli Lilly & Co. (a)		493,200
	8,500	Gilead Sciences, Inc. *		624,325
	29,500	Johnson & Johnson (a)		2,067,950
	10,000	Medtronic, Inc.		410,200
	32,000	Merck & Co., Inc. (a)		1,310,080
	85,000	Pfizer, Inc. (a)		2,131,800
	10,000	UnitedHealth Group, Inc.		542,400
				10,673,297
	*Industrials — 9.1%*
	8,300	3M Co. (a)		770,655
	7,500	Boeing Co./The		565,200
	7,500	Caterpillar, Inc.		671,850
	10,000	Emerson Electric Co. (a)		529,600
	2,500	FedEx Corp.		229,300
	5,500	General Dynamics Corp.		380,985
	110,000	General Electric Co. (a)		2,308,900
	8,500	Honeywell International, Inc. (a)		539,495
	2,000	Lockheed Martin Corp.		184,580
	3,000	Norfolk Southern Corp.		185,520
	5,000	Union Pacific Corp. (a)		628,600
	10,000	United Parcel Service, Inc., Class B		737,300
	10,000	United Technologies Corp.		820,100
				8,552,085
	*Information Technology — 22.2%*
	5,000	Accenture PLC, Class A		332,500
	10,300	Apple, Inc.		5,490,209
	60,000	Cisco Systems, Inc. (a)		1,179,000
	15,000	Dell, Inc.		151,950
	13,000	eBay, Inc. (a) *		663,260
	21,700	EMC Corp. *		549,010
	3,000	Google, Inc., Class A (a) *		2,128,110
	18,000	Hewlett-Packard Co.		256,500
	50,000	Intel Corp.		1,031,500
	12,200	International Business Machines Corp. (a)		2,336,910
	1,000	MasterCard, Inc., Class A (a)		491,280
	85,000	Microsoft Corp. (a)		2,272,050
	43,000	Oracle Corp.		1,432,760


Shares or Contracts			*Value*

	*Common Stocks — (Continued)*
	*Information Technology — (Continued)*
	18,500	QUALCOMM, Inc.	$	1,147,370
	10,000	Texas Instruments, Inc.		309,400
	7,000	Visa, Inc., Class A (a)		1,061,060
				20,832,869
	*Materials — 1.9%*
	10,000	Dow Chemical Co./The (a)		323,200
	10,500	Du Pont (E.I.) de Nemours & Co.		472,185
	10,500	Freeport-McMoRan Copper & Gold, Inc.		359,100
	7,000	Monsanto Co. (a)		662,550
				1,817,035
	*Real Estate Investment Trusts — 0.3%*
	2,000	Simon Property Group, Inc.		316,180
	*Telecommunication Services — 3.7%*
	76,000	AT&T, Inc.		2,561,960
	22,000	Verizon Communications, Inc.		951,940
				3,513,900
	*Utilities — 0.7%*
	7,000	Exelon Corp.		208,180
	1,000	NextEra Energy, Inc.		69,190
	9,000	Southern Co./The		385,290
				662,660
	*Total Common Stocks (Cost $74,191,356)*			*87,873,394*
	*Exchange-Traded Funds — 0.2%*
	6,400	Utilities Select Sector SPDR Fund		223,680
	*Total Exchange-Traded Funds (Cost $196,570)*			*223,680*
	*Options Purchased — 1.5% (b)*
	300	S&P 100 Index, Put @ 640, Expiring February 2013		363,000
	400	S&P 100 Index, Put @ 640, Expiring March 2013		670,000
	250	S&P 100 Index, Put @ 650, Expiring January 2013		320,000
	*Total Options Purchased (Cost $1,838,154)*			*1,353,000*
	*Cash Equivalents — 6.3%*
	5,903,706	Huntington U.S. Treasury Money Market Fund, Trust Shares, 0.050% (c) (d)		5,903,706
	*Total Cash Equivalents (Cost $5,903,706)*			*5,903,706*
	Total Investments (Cost $82,129,786) — 101.5%			*95,353,780*
	*Liabilities in Excess of Other Assets — (1.5)%*			*(1,366,893)*
	*Net Assets — 100.0%*		$	*93,986,887*

(a)

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

(b)

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

(c)

Investment in affiliate.

(d)

Rate disclosed is the seven day yield as of December 31, 2012.

*	Non-income producing security.

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

Annual Shareholder Report



*Huntington Dividend Capture Fund*		December 31, 2012


*Portfolio of Investments Summary Table*		(unaudited)


*Asset Allocation*	Percentage of Market Value
Common Stocks		71.8%
Preferred Stocks		20.2%
Short-Term Securities Held as Collateral for Securities Lending		4.8%
Cash¹		1.7%
Exchange Traded Funds		1.5%
*Total*		*100.0%*

¹	Investments in an affiliated money market fund.

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


*Shares*			*Value*

	*Common Stocks — 75.3%*
	*Consumer Discretionary — 3.1%*
	31,500	Comcast Corp., Class A	$	1,177,470
	70,000	D.R. Horton, Inc. (a)		1,384,600
	14,000	Family Dollar Stores, Inc.		887,740
	39,000	Genuine Parts Co.		2,479,620
				5,929,430
	*Consumer Staples — 6.1%*
	27,750	Colgate-Palmolive Co.		2,900,985
	25,000	General Mills, Inc.		1,010,250
	19,250	H.J. Heinz Co.		1,110,340
	13,500	Kimberly-Clark Corp.		1,139,805
	29,250	Kroger Co./The		761,085
	18,750	Philip Morris International, Inc.		1,568,250
	66,750	Sysco Corp.		2,113,305
	15,750	Wal-Mart Stores, Inc.		1,074,623
				11,678,643
	*Energy — 16.6%*
	81,750	BP PLC ADR		3,404,070
	92,500	Cenovus Energy, Inc.		3,102,450
	18,250	Chevron Corp.		1,973,555
	41,500	ConocoPhillips		2,406,585
	197,500	Crosstex Energy LP		2,871,650
	105,000	Enbridge Energy Partners LP (b)		2,929,500
	44,000	Exxon Mobil Corp.		3,808,200
	37,000	Linn Energy LLC		1,303,880
	43,500	Magellan Midstream Partners LP		1,878,765
	55,750	Marathon Oil Corp.		1,709,295
	20,000	Plains All American Pipeline LP		904,800
	35,250	Royal Dutch Shell PLC ADR		2,430,487
	42,000	Spectra Energy Corp.		1,149,960
	25,500	Sunoco Logistics Partners LP		1,268,115
	16,000	Williams Partners LP (b)		778,560
				31,919,872


*Shares*			*Value*

	*Common Stocks — (Continued)*
	*Financials — 12.1%*
	40,500	American Financial Group, Inc.	$	1,600,560
	46,500	Bank of Montreal		2,850,450
	53,000	Cullen/Frost Bankers, Inc.		2,876,310
	91,500	Federated Investors, Inc., Class B (b)		1,851,045
	116,500	Fulton Financial Corp.		1,119,565
	34,000	JPMorgan Chase & Co.		1,494,980
	91,000	Principal Financial Group, Inc.		2,595,320
	44,000	Royal Bank of Canada (b)		2,653,200
	32,000	U.S. Bancorp		1,022,080
	60,000	Unum Group		1,249,200
	37,500	Waddell & Reed Financial, Inc., Class A		1,305,750
	75,000	Wells Fargo & Co.		2,563,500	��
				23,181,960
	*Health Care — 5.4%*
	44,000	Abbott Laboratories		2,882,000
	48,000	AstraZeneca PLC ADR		2,268,960
	22,750	Becton, Dickinson & Co.		1,778,823
	57,000	Cardinal Health, Inc.		2,347,260
	28,750	Merck & Co., Inc.		1,177,025
				10,454,068
	*Industrials — 7.0%*
	28,750	3M Co.		2,669,437
	113,000	CSX Corp.		2,229,490
	67,000	Republic Services, Inc.		1,965,110
	40,000	Rockwell Automation, Inc.		3,359,600
	19,000	Rockwell Collins, Inc.		1,105,230
	63,000	Waste Management, Inc.		2,125,620
				13,454,487
	*Information Technology — 5.4%*
	110,750	Cisco Systems, Inc.		2,176,237
	10,000	Harris Corp.		489,600
	136,500	Intel Corp. (b)		2,815,995

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

Annual Shareholder Report


*Huntington Dividend Capture Fund*		(Continued)


*Shares*			*Value*

	*Common Stocks — (Continued)*
	*Information Technology — (Continued)*
	61,500	Microsoft Corp.	$	1,643,895
	63,250	Paychex, Inc. (b)		1,969,605
	64,000	Total System Services, Inc.		1,370,880
				10,466,212
	*Materials — 2.3%*
	37,750	Freeport-McMoRan Copper & Gold, Inc.		1,291,050
	27,500	Sensient Technologies Corp.		977,900
	71,000	Sonoco Products Co.		2,110,830
				4,379,780
	*Real Estate Investment Trusts — 11.5%*
	32,000	EastGroup Properties, Inc.		1,721,920
	39,750	EPR Properties (b)		1,832,873
	20,000	HCP, Inc.		903,600
	56,000	Highwoods Properties, Inc.		1,873,200
	30,000	Home Properties, Inc.		1,839,300
	98,000	Kimco Realty Corp.		1,893,360
	52,000	Liberty Property Trust		1,860,040
	20,000	LTC Properties, Inc.		703,800
	53,500	Mack-Cali Realty Corp.		1,396,885
	29,250	Mid-America Apartment Communities, Inc.		1,893,938
	21,500	National Health Investors, Inc.		1,215,395
	18,500	National Retail Properties, Inc.		577,200
	72,000	Omega Healthcare Investors, Inc.		1,717,200
	22,000	ProLogis, Inc.		802,780
	4,000	Simon Property Group, Inc.		632,360
	19,000	Ventas, Inc.		1,229,680
				22,093,531
	*Telecommunication Services — 2.5%*
	72,000	AT&T, Inc.		2,427,120
	57,000	Verizon Communications, Inc.		2,466,390
				4,893,510
	*Utilities — 3.3%*
	85,500	CenterPoint Energy, Inc.		1,645,875
	100,000	CMS Energy Corp.		2,438,000
	58,250	PG&E Corp.		2,340,485
				6,424,360
	*Total Common Stocks (Cost $138,406,743)*			*144,875,853*
	*Preferred Stocks — 21.2%*
	*Financials — 13.9%*
	45,000	Allianz SE, 8.375%		1,138,500
	70,000	American Financial Group, Inc., 7.000%		1,878,100
	80,000	Ameriprise Financial, Inc., 7.750%		2,197,600
	45,000	Axis Capital Holdings Ltd., Series C, 6.875%		1,201,500
	10,000	BB&T Corp., 5.850%		259,800
	90,000	Charles Schwab Corp./The, Series B, 6.000%		2,353,500
	50,000	Credit Suisse Guernsey, 7.900% (b)		1,268,000
	140,000	JPMorgan Chase Capital XXIX, 6.700%		3,577,000
	80,000	KKR Financial Holdings LLC, 8.375%		2,226,400


*Shares*			*Value*
	*Preferred Stocks — (Continued)*
	*Financials — (Continued)*
	55,000	M&T Capital Trust IV, 8.500%	$	1,394,250
	70,000	PartnerRe Ltd., Series E, 7.250%		1,892,100
	65,000	Prudential Financial, Inc., 9.000% (b)		1,678,300
	70,000	Raymond James Financial, Inc., 6.900%		1,908,900
	100,000	Wells Fargo & Co., Series J, 8.000% (b)		2,935,000
	35,000	Wells Fargo Capital Trust XII, 7.875%		886,550
				26,795,500
	*Real Estate Investment Trusts — 2.9%*
	19,000	Kimco Realty Corp., Series H, 6.900%		505,970
	40,000	PS Business Parks, Inc., Series S, 6.450%		1,054,800
	40,000	Realty Income Corp., Series F, 6.625%		1,060,800
	110,000	Vornado Realty LP, 7.875%		2,978,800
				5,600,370
	*Telecommunication Services — 1.3%*
	90,000	Qwest Corp., 7.500%		2,427,300
	*Utilities — 3.1%*
	115,000	Dominion Resources, Inc., Class A, 8.375%		3,096,950
	105,000	NextEra Energy Capital Holdings, Inc., Series F, 8.750%		2,804,550
				5,901,500
	*Total Preferred Stocks (Cost $40,790,673)*			*40,724,670*
	*Exchange-Traded Funds — 1.6%*
	41,250	iShares S&P 500 Value Index Fund (b)		2,738,587
	13,000	Technology Select Sector SPDR Fund (b)		376,350
	*Total Exchange-Traded Funds (Cost $2,338,263)*			*3,114,937*
	*Cash Equivalents — 1.8%*
	3,354,143	Huntington U.S. Treasury Money Market Fund, Trust Shares, 0.050% (c) (d)		3,354,143
	*Total Cash Equivalents (Cost $3,354,143)*			*3,354,143*
	Short-Term Securities Held as Collateral for Securities Lending — 5.0%
	9,634,051	Fidelity Institutional Money Market Portfolio, Institutional Class, 0.180% (d)		9,634,051
	Total Short-Term Securities Held as Collateral for Securities Lending (Cost $9,634,051)			*9,634,051*
	Total Investments (Cost $194,523,873) — 104.9%			*201,703,654*
	*Liabilities in Excess of Other Assets — (4.9)%*			*(9,415,224)*
	*Net Assets — 100.0%*		$	*192,288,430*

(a)

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

(b)

All or a portion of the security was on loan as of December 31, 2012. The total value of securities on loan as of December 31, 2012 was $9,610,624.

(c)

Investment in affiliate.

(d)

Rate disclosed is the seven day yield as of December 31, 2012.

ADR

— American Depositary Receipt

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

Annual Shareholder Report



*Huntington Global Select Markets Fund*		December 31, 2012


*Portfolio of Investments Summary Table*		(unaudited)


*Asset Allocation*	Percentage of Market Value
Common Stocks		83.1%
Exchange-Traded Funds		8.0%
Short-Term Securities Held as Collateral for Securities Lending		3.9%
Cash¹		2.5%
Corporate Bonds		2.1%
Foreign Government Bonds		0.4%
*Total*		*100.0%*

¹	Investments in an affiliated money market fund.

Portfolio of Investments


*Shares*			*Value ⁺*

	*Common Stocks — 87.7%*
	*Brazil — 10.6%*
	*Consumer Discretionary — 2.6%*
	115,546	Lojas Americanas SA	$	1,032,093
	*Consumer Staples — 2.1%*
	19,000	Companhia De Bebidas Das Americas ADR		797,810
	*Financials — 4.4%*
	170,000	BM&FBOVESPA SA		1,159,787
	35,000	Itau Unibanco Holding SA ADR		576,100
				1,735,887
	*Health Care — 1.5%*
	108,000	OdontoPrev SA		564,709
				4,130,499
	*Cayman Islands — 3.1%*
	*Consumer Discretionary — 3.1%*
	440,000	Wynn Macau Ltd. *		1,211,708
	*China — 6.2%*
	*Energy — 2.7%*
	500,000	China Oilfield Services Ltd.		1,048,461
	*Financials — 3.5%*
	900,000	Bank of China Ltd.		407,624
	1,200,000	China Construction Bank Corp.		980,727
				1,388,351
				2,436,812
	*Hong Kong — 1.7%*
	*Information Technology — 1.7%*
	390,000	Digital China Holdings Ltd.		674,470


*Shares*			*Value ⁺*

	*Common Stocks — (Continued)*
	*India — 16.9%*
	*Consumer Discretionary — 2.2%*
	50,000	Mahindra & Mahindra Ltd.	$	857,102
	*Consumer Staples — 1.5%*
	60,000	Hindustan Unilever Ltd.		576,948
	*Energy — 1.1%*
	150,000	Petronet LNG Ltd.		432,694
	*Financials — 3.7%*
	17,000	ICICI Bank Ltd. ADR (a)		741,370
	160,000	Rural Electrification Corp. Ltd.		723,572
				1,464,942
	*Health Care — 5.9%*
	26,000	Divi’s Laboratories Ltd.		524,334
	55,000	Lupin Ltd.		620,022
	85,000	Sun Pharmaceutical Industries Ltd.		1,147,638
				2,291,994
	*Information Technology — 1.9%*
	32,000	Tata Consultancy Services Ltd.		735,941
	*Materials — 0.6%*
	105,000	Hindalco Industries Ltd.		253,369
				6,612,990
	*Indonesia — 7.4%*
	*Health Care — 1.7%*
	6,000,000	Kalbe Farma Tbk PT		650,588
	*Industrials — 1.9%*
	360,151	United Tractors Tbk PT		730,978
	*Materials — 2.4%*
	3,200,000	Holcim Indonesia Tbk PT		951,077

(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)*
	*Indonesia — (Continued)*
	*Utilities — 1.4%*
	1,200,000	Perusahaan Gas Negara PT	$	565,372
				2,898,015
	*Mexico — 1.5%*
	*Consumer Staples — 1.5%*
	6,000	Fomento Economico Mexicano SAB de CV ADR		604,200
	*Poland — 4.4%*
	*Financials — 2.9%*
	3,200	Bank Pekao SA (a)		173,889
	9,000	Bre Bank SA (a) *		950,460
				1,124,349
	*Utilities — 1.5%*
	100,000	Polska Grupa Energetyczna SA (a)		590,792
				1,715,141
	*Republic Of South Korea — 17.3%*
	*Consumer Discretionary — 5.4%*
	83,000	Dong Ah Tire & Rubber Co. Ltd.		1,236,556
	4,300	Hyundai Motor Co.		891,562
				2,128,118
	*Consumer Staples — 3.2%*
	2,000	LG Household & Health Care Ltd.		1,232,330
	*Financials — 4.0%*
	75,480	Korean Reinsurance Co.		818,062
	20,000	Shinhan Financial Group Co. Ltd.		736,197
				1,554,259
	*Industrials — 1.6%*
	2,750	Hyundai Heavy Industries Co. Ltd.		629,318
	*Information Technology — 3.1%*
	850	Samsung Electronics Co. Ltd.		1,228,365
				6,772,390
	*Taiwan — 7.1%*
	*Consumer Discretionary — 1.6%*
	170,000	Eclat Textile Co. Ltd.		626,164
	*Financials — 2.4%*
	782,687	Fubon Financial Holding Co. Ltd.		950,407
	*Materials — 3.1%*
	929,948	Asia Cement Corp.		1,200,704
				2,777,275
	*Turkey — 2.1%*
	*Industrials — 2.1%*
	90,000	Yazicilar Holding AS		807,227


Principal Amount or Shares			*Value ⁺*

	*Common Stocks — (Continued)*
	*United States — 9.4%*
	*Consumer Discretionary — 2.0%*
	12,000	Yum! Brands, Inc.	$	796,800
	*Energy — 2.7%*
	15,000	Schlumberger Ltd.		1,039,350
	*Information Technology — 3.8%*
	1,000	Apple, Inc.		533,030
	5,000	International Business Machines Corp.		957,750
				1,490,780
	*Materials — 0.9%*
	10,000	Freeport-McMoRan Copper & Gold, Inc.		342,000
				3,668,930
	*Total Common Stocks (Cost $32,670,519)*			*34,309,657*
	*Exchange-Traded Funds — 8.4%*
	26,000	iShares FTSE China 25 Index Fund		1,052,480
	15,000	iShares MSCI Emerging Markets Index Fund		665,250
	50,000	iShares MSCI Malaysia Index Fund		756,500
	60,000	iShares MSCI Taiwan Index Fund		817,200
	*Total Exchange-Traded Funds (Cost $3,063,629)*			*3,291,430*
	*Corporate Bonds — 2.2%*
	*Australia — 1.8%*
	*Financials — 1.8%*
	600,000	Goldman Sachs Group, Inc./The, 7.750%, 11/23/16 (b)		695,658
	*Multi-Nationals — 0.4%*
	350,000	European Bank for Reconstruction & Development, Series E, MTN, 9.500%, 11/6/13 (c)		175,691
	*Total Corporate Bonds (Cost $818,328)*			*871,349*
	*Foreign Government Bonds — 0.5%*
	*Indonesia — 0.5%*
	1,700,000,000	Indonesian Government, Series FR55, 7.375%, 9/15/16 (b)		188,811
	*Total Foreign Government Bonds (Cost $202,006)*			*188,811*
	*Cash Equivalents — 2.7%*
	1,038,116	Huntington U.S. Treasury Money Market Fund, Trust Shares, 0.050% (d) (e)		1,038,116
	*Total Cash Equivalents (Cost $1,038,116)*			*1,038,116*

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

Annual Shareholder Report


*Huntington Global Select Markets Fund*		(Continued)


*Shares*			*Value ⁺*

	Short-Term Securities Held as Collateral for Securities Lending — 4.1%
	1,593,389	Fidelity Institutional Money Market Portfolio, Institutional Class, 0.180% (e)	$	1,593,389
	Total Short-Term Securities Held as Collateral for Securities Lending (Cost $1,593,389)			*1,593,389*
	Total Investments (Cost $39,385,987) — 105.6%			*41,292,752*
	*Liabilities in Excess of Other Assets — (5.6)%*			*(2,180,967)*
	*Net Assets — 100.0%*		$	*39,111,785*

(a)

All or a portion of the security was on loan as of December 31, 2012. The total value of securities on loan as of December 31, 2012 was $1,530,738.

(b)

Foreign-denominated security. Principal amount is reported in applicable country’s currency.

(c)

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

(d)

Investment in affiliate.

(e)

Rate disclosed is the seven day yield as of December 31, 2012.

*	Non-income producing security.

⁺	All securities, except those traded on United States (including ADRs) and Canadian exchanges, Cash Equivalents or Short-Term Securities were fair valued at December 31, 2012.

ADR

— American Depositary Receipt

MTN

— Medium Term Note

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

Annual Shareholder Report



*Huntington Growth Fund*		December 31, 2012


*Portfolio of Investments Summary Table*		(unaudited)


*Asset Allocation*	Percentage of Market Value
Information Technology		33.9%
Health Care		16.1%
Consumer Discretionary		12.9%
Consumer Staples		11.2%
Industrials		6.1%
Energy		5.4%
Materials		4.5%
Financials		4.5%
Real Estate Investment Trusts		2.5%
Cash¹		1.2%
Short-Term Securities Held as Collateral for Securities Lending		1.0%
Telecommunication Services		0.5%
Utilities		0.2%
*Total*		*100.0%*

¹	Investments in an affiliated money market fund.

Portfolio of Investments


*Shares*			*Value*

	*Common Stocks — 96.7%*
	*Consumer Discretionary — 12.8%*
	39,170	Comcast Corp., Class A	$	1,464,175
	69,410	D.R. Horton, Inc.		1,372,930
	30,720	Home Depot, Inc./The		1,900,032
	26,540	Jarden Corp. *		1,372,118
	25,370	Lululemon Athletica, Inc. *		1,933,955
	75,870	Pulte Group, Inc. *		1,377,799
	15,270	Tractor Supply Co.		1,349,257
	28,240	Under Armour, Inc., Class A (a) *		1,370,487
	11,860	VF Corp.		1,790,504
	25,700	Viacom, Inc., Class B		1,355,418
	38,990	Walt Disney Co./The		1,941,312
				17,227,987
	*Consumer Staples — 11.0%*
	50,250	Church & Dwight Co., Inc.		2,691,892
	27,520	Costco Wholesale Corp.		2,718,150
	55,690	CVS Caremark Corp.		2,692,611
	39,530	Wal-Mart Stores, Inc.		2,697,132
	45,020	Whole Foods Market, Inc.		4,111,677
				14,911,462
	*Energy — 5.3%*
	25,130	EOG Resources, Inc.		3,035,453
	32,780	Marathon Petroleum Corp.		2,065,140
	60,520	Valero Energy Corp.		2,064,942
				7,165,535


*Shares*			*Value*

	*Common Stocks — (Continued)*
	*Financials — 4.5%*
	15,080	Berkshire Hathaway, Inc., Class B *	$	1,352,676
	8,240	Chubb Corp./The		620,637
	5,550	Goldman Sachs Group, Inc./The		707,958
	30,880	JPMorgan Chase & Co.		1,357,794
	19,700	MetLife, Inc.		648,918
	12,750	Prudential Financial, Inc.		679,958
	19,690	Wells Fargo & Co.		673,004
				6,040,945
	*Health Care — 15.9%*
	48,130	Abbott Laboratories		3,152,515
	58,670	Baxter International, Inc.		3,910,942
	51,480	Gilead Sciences, Inc. *		3,781,206
	18,390	Johnson & Johnson		1,289,139
	21,650	Novo-Nordisk A/S ADR		3,533,496
	103,300	Pfizer, Inc.		2,590,764
	36,780	Stryker Corp.		2,016,280
	14,610	Watson Pharmaceutical, Inc. *		1,256,460
				21,530,802
	*Industrials — 6.0%*
	7,360	Caterpillar, Inc.		659,309
	12,620	Cummins, Inc.		1,367,377
	29,740	Deere & Co.		2,570,131
	25,270	Illinois Tool Works, Inc.		1,536,669

(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)*
	9,850	W.W. Grainger, Inc.	$	1,993,344
				8,126,830
	*Information Technology — 33.5%*
	37,940	Accenture PLC, Class A		2,523,010
	13,080	Apple, Inc.		6,972,032
	81,600	Broadcom Corp., Class A		2,709,936
	207,310	Cisco Systems, Inc.		4,073,641
	19,860	CommVault Systems, Inc. *		1,384,441
	87,530	eBay, Inc. *		4,465,781
	57,580	EMC Corp. *		1,456,774
	5,580	Google, Inc., Class A *		3,958,285
	16,070	NeuStar, Inc., Class A *		673,815
	111,380	Oracle Corp.		3,711,182
	55,680	QUALCOMM, Inc.		3,453,274
	42,660	Rackspace Hosting, Inc. *		3,168,358
	158,730	Taiwan Semiconductor Manufacturing Co. Ltd. ADR		2,723,807
	22,790	Trimble Navigation Ltd. *		1,362,386
	17,470	Visa, Inc., Class A		2,648,103
				45,284,825
	*Materials — 4.5%*
	30,150	Ball Corp.		1,349,212
	11,680	Eagle Materials, Inc.		683,280
	7,140	Monsanto Co.		675,801
	13,010	Nucor Corp.		561,772
	12,550	Praxair, Inc.		1,373,597
	9,280	Sherwin-Williams Co./The		1,427,450
				6,071,112
	*Real Estate Investment Trusts — 2.4%*
	8,340	American Tower Corp.		644,432
	14,140	HCP, Inc.		638,845
	10,640	Health Care REIT, Inc.		652,126
	8,560	Simon Property Group, Inc.		1,353,250
				3,288,653
	*Telecommunication Services — 0.6%*
	19,160	BT Group PLC ADR		728,655
	*Utilities — 0.2%*
	3,810	Sempra Energy		270,281
	*Total Common Stocks (Cost $112,123,439)*			*130,647,087*
	*Cash Equivalents — 1.2%*
	1,621,894	Huntington U.S. Treasury Money Market Fund, Trust Shares, 0.050% (b) (c)		1,621,894
	*Total Cash Equivalents (Cost $1,621,894)*			*1,621,894*


*Shares*			*Value*
	Short-Term Securities Held as Collateral for Securities Lending — 1.0%
	1,390,967	Fidelity Institutional Money Market Portfolio, Institutional Class, 0.180% (c)	$	1,390,967
	Total Short-Term Securities Held as Collateral for Securities Lending (Cost $1,390,967)			*1,390,967*
	Total Investments (Cost $115,136,300) — 98.9%			*133,659,948*
	*Other Assets in Excess of Liabilities — 1.1%*			*1,515,554*
	*Net Assets — 100.0%*		$	*135,175,502*

(a)

All or a portion of the security was on loan as of December 31, 2012. The total value of securities on loan as of December 31, 2012 was $1,363,693.

(b)

Investment in affiliate.

(c)

Rate disclosed is the seven day yield as of December 31, 2012.

*	Non-income producing security.

ADR

— American Depositary Receipt

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

Annual Shareholder Report



*Huntington Income Equity Fund*		December 31, 2012


*Portfolio of Investments Summary Table*		(unaudited)


*Asset Allocation*	Percentage of Market Value
Energy		15.7%
Financials		14.4%
Short-Term Securities Held as Collateral for Securities Lending		9.9%
Industrials		9.2%
Consumer Staples		9.1%
Information Technology		8.6%
Health Care		8.2%
Consumer Discretionary		6.1%
Real Estate Investment Trusts		6.0%
Utilities		5.0%
Materials		3.5%
Telecommunication Services		3.4%
Cash¹		0.9%
*Total*		*100.0%*

¹	Investments in an affiliated money market fund.

Portfolio of Investments


*Shares*			*Value*

	*Common Stocks — 98.8%*
	*Consumer Discretionary — 6.7%*
	50,000	Comcast Corp., Class A	$	1,869,000
	100,000	Gannett Co., Inc.		1,801,000
	81,500	Shaw Communications, Inc., Class B (a)		1,872,870
	71,000	Thomson Reuters Corp. (a)		2,063,260
	17,300	Time Warner Cable, Inc., Class A		1,681,387
				9,287,517
	*Consumer Staples — 10.1%*
	60,000	Altria Group, Inc.		1,885,200
	58,000	Campbell Soup Co. (a)		2,023,620
	68,000	ConAgra Foods, Inc.		2,006,000
	49,200	General Mills, Inc.		1,988,172
	23,100	Kimberly-Clark Corp.		1,950,333
	65,000	Sysco Corp.		2,057,900
	55,000	Walgreen Co.		2,035,550
				13,946,775
	*Energy — 17.4%*
	39,300	BP PLC ADR		1,636,452
	19,500	Chevron Corp.		2,108,730
	18,900	China Petroleum & Chemical Corp. ADR		2,171,988
	36,200	ConocoPhillips		2,099,238
	37,000	Eni SpA ADR (a)		1,818,180
	42,200	Enterprise Products Partners LP		2,113,376


*Shares*			*Value*

	*Common Stocks — (Continued)*
	*Energy — (Continued)*
	24,300	Exxon Mobil Corp.	$	2,103,165
	69,000	Marathon Oil Corp.		2,115,540
	33,900	Marathon Petroleum Corp.ea		2,135,700
	27,200	Royal Dutch Shell PLC ADR		1,875,440
	32,900	Total SA ADR (a)		1,711,129
	61,500	Valero Energy Corp.		2,098,380
				23,987,318
	*Financials — 15.9%*
	35,000	Bank of Montreal		2,145,500
	32,200	Bank of Nova Scotia (a)		1,863,736
	59,000	BB&T Corp.		1,717,490
	25,400	Canadian Imperial Bank of Commerce (a)		2,047,494
	38,200	HSBC Holdings PLC ADR		2,027,274
	44,400	JPMorgan Chase & Co.		1,952,268
	30,700	Royal Bank of Canada		1,851,210
	124,000	SLM Corp.		2,124,120
	28,900	Travelers Cos., Inc./The		2,075,598
	64,000	U.S. Bancorp		2,044,160
	61,000	Wells Fargo & Co.		2,084,980
				21,933,830
	*Health Care — 9.1%*
	33,000	Abbott Laboratories		2,161,500
	45,700	AstraZeneca PLC ADR		2,160,239

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

Annual Shareholder Report


*Huntington Income Equity Fund*		(Continued)


*Shares*			*Value*

	*Common Stocks — (Continued)*
	*Health Care — (Continued)*
	40,700	Eli Lilly & Co.	$	2,007,324
	47,200	Merck & Co., Inc.		1,932,368
	81,000	Pfizer, Inc.		2,031,480
	45,800	Sanofi-Aventis ADR		2,170,004
				12,462,915
	*Industrials — 10.2%*
	22,500	3M Co.		2,089,125
	90,500	CSX Corp.		1,785,565
	23,800	Deere & Co.		2,056,796
	38,400	Eaton Corp. PLC		2,081,280
	93,500	General Electric Co.		1,962,565
	75,500	Koninklijke (Royal) Philips Electronics NV		2,003,770
	60,500	Waste Management, Inc.		2,041,270
				14,020,371
	*Information Technology — 9.5%*
	87,000	CA, Inc.		1,912,260
	106,000	Cisco Systems, Inc.		2,082,900
	41,700	Harris Corp.		2,041,632
	120,000	Hewlett-Packard Co.		1,710,000
	89,500	Intel Corp.		1,846,385
	65,000	Microsoft Corp.		1,737,450
	56,000	Paychex, Inc.		1,743,840
				13,074,467
	*Materials — 3.9%*
	39,300	Du Pont (E.I.) de Nemours & Co.		1,767,321
	44,700	International Paper Co.		1,780,848
	31,600	Lyondellbasell Industries N.V.		1,804,044
				5,352,213
	*Real Estate Investment Trusts — 6.6%*
	43,700	HCP, Inc.		1,974,366
	28,200	Health Care REIT, Inc.		1,728,378
	82,000	Hospitality Properties Trust		1,920,440
	86,000	Kimco Realty Corp.		1,661,520
	70,700	Mack-Cali Realty Corp.		1,845,977
				9,130,681
	*Telecommunication Services — 3.8%*
	52,000	AT&T, Inc.		1,752,920
	40,600	Verizon Communications, Inc.		1,756,762
	199,000	Windstream Corp. (a)		1,647,720
				5,157,402
	*Utilities — 5.6%*
	64,500	Exelon Corp.		1,918,230
	47,400	FirstEnergy Corp.		1,979,424
	47,500	PG&E Corp.		1,908,550
	66,500	PPL Corp.		1,903,895
				7,710,099
	*Total Common Stocks (Cost $123,301,159)*			*136,063,588*


*Shares*			*Value*
	*Cash Equivalents — 1.0%*
	1,391,488	Huntington U.S. Treasury Money Market Fund, Trust Shares, 0.050% (b) (c)	$	1,391,488
	*Total Cash Equivalents (Cost $1,391,488)*			*1,391,488*
	Short-Term Securities Held as Collateral for Securities Lending — 10.9%
	15,044,485	Fidelity Institutional Money Market Portfolio, Institutional Class, 0.180% (c)		15,044,485
	Total Short-Term Securities Held as Collateral for Securities Lending (Cost $15,044,485)			*15,044,485*
	Total Investments (Cost $139,737,132) — 110.7%			*152,499,561*
	*Liabilities in Excess of Other Assets — (10.7)%*			*(14,775,245)*
	*Net Assets — 100.0%*		$	*137,724,316*

(a)

All or a portion of the security was on loan as of December 31, 2012. The total value of securities on loan as of December 31, 2012 was $14,749,495.

(b)

Investment in affiliate.

(c)

Rate disclosed is the seven day yield as of December 31, 2012.

ADR

— American Depositary Receipt

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

Annual Shareholder Report



*Huntington International Equity Fund*		December 31, 2012


*Portfolio of Investments Summary Table*		(unaudited)


*Asset Allocation*	Percentage of Market Value
United Kingdom		22.1%
Japan		15.6%
France		12.1%
Germany		7.5%
Singapore		5.9%
Switzerland		5.6%
Sweden		5.4%
Cash¹		3.6%
Exchange-Traded Funds		3.5%
Mexico		3.2%
Australia		3.2%
Italy		3.1%
Hong Kong		2.0%
Spain		1.6%
Israel		1.4%
Canada		1.3%
United States		1.2%
Taiwan		1.2%
Short-Term Securities Held as Collateral for Securities Lending		0.5%
*Total*		*100.0%*

¹	Investments in an affiliated money market fund.

Portfolio of Investments


*Shares*			*Value ⁺*

	*Common Stocks — 92.8%*
	*Australia — 3.3%*
	*Industrials — 1.4%*
	153,000	Orica Ltd.	$	4,029,963
	*Materials — 1.9%*
	142,000	BHP Billiton Ltd.		5,550,796
				9,580,759
	*Canada — 1.3%*
	*Energy — 1.3%*
	116,000	Cenovus Energy, Inc.		3,890,640
	*France — 12.1%*
	*Consumer Discretionary — 1.9%*
	59,000	Cie Generale des Etablissements Michelin SCA		5,651,483
	*Energy — 2.0%*
	115,541	Total SA		6,009,984


*Shares*			*Value ⁺*

	*Common Stocks — (Continued)*
	*France — (Continued)*
	*Financials — 4.6%*
	371,900	AXA SA ADR	$	6,776,018
	117,011	BNP Paribas		6,659,280
				13,435,298
	*Health Care — 2.1%*
	66,100	Sanofi-Aventis		6,266,222
	*Utilities — 1.5%*
	163,000	GDF Suez		3,356,071
	46,172	GDF Suez SA ADR		971,459
				4,327,530
				35,690,517
	*Germany — 7.5%*
	*Consumer Staples — 2.3%*
	82,500	Henkel AG & Co. KGaA		6,785,160

(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)*
	*Energy — 1.4%*
	45,000	BASF SE	$	4,253,816
	*Industrials — 3.8%*
	179,000	GEA Group AG		5,818,426
	48,700	Siemens AG		5,323,646
				11,142,072
				22,181,048
	*Hong Kong — 2.0%*
	*Financials — 2.0%*
	754,000	Wharf (Holdings) Ltd./The		6,009,613
	*Israel — 1.4%*
	*Health Care — 1.4%*
	111,000	Teva Pharmaceutical Industries Ltd. ADR		4,144,740
	*Italy — 3.1%*
	*Energy — 3.1%*
	210,000	Eni SpA		5,142,810
	102,000	Saipem SpA		3,971,917
				9,114,727
	*Japan — 15.7%*
	*Consumer Discretionary — 3.6%*
	174,000	Honda Motor Co. Ltd.		6,435,855
	45,000	Toyota Motor Corp. ADR		4,196,250
				10,632,105
	*Consumer Staples — 1.2%*
	66,644	Unicharm Corp.		3,458,736
	*Industrials — 5.1%*
	23,900	FANUC Ltd.		4,440,947
	400,000	KUBOTA Corp.		4,593,127
	128,000	Makita Corp.		5,938,618
				14,972,692
	*Information Technology — 4.6%*
	203,000	Hoya Corp.		3,994,827
	22,880	KEYENCE Corp.		6,337,142
	57,000	Murata Manufacturing Co. Ltd.		3,358,246
				13,690,215
	*Materials — 1.2%*
	260,000	Kuraray Co. Ltd.		3,404,060
				46,157,808
	*Mexico — 3.2%*
	*Consumer Staples — 2.1%*
	61,000	Fomento Economico Mexicano SAB de CV ADR		6,142,700


*Shares*			*Value ⁺*

	*Common Stocks — (Continued)*
	*Mexico — (Continued)*
	*Telecommunication Services — 1.1%*
	145,000	America Movil SA de CV, Series L ADR (a)	$	3,355,300
				9,498,000
	*Singapore — 5.9%*
	*Financials — 2.3%*
	542,000	DBS Group Holdings Ltd.		6,654,745
	*Industrials — 1.9%*
	617,877	Keppel Corp Ltd.		5,642,922
	*Telecommunication Services — 1.7%*
	1,883,930	Singapore Telecommunications Ltd.		5,126,901
				17,424,568
	*Spain — 1.6%*
	*Financials — 1.6%*
	500,000	Banco Bilbao Vizcaya SA		4,643,910
	*Sweden — 5.5%*
	*Consumer Discretionary — 2.0%*
	172,200	Hennes & Mauritz AB		5,969,669
	*Industrials — 1.7%*
	349,000	Volvo AB		4,813,797
	*Materials — 1.8%*
	242,000	Svenska Cellulosa AB (SCA)		5,263,233
				16,046,699
	*Switzerland — 5.6%*
	*Financials — 1.6%*
	60,300	ACE Ltd.		4,811,940
	*Health Care — 2.0%*
	93,400	Novartis AG		5,896,195
	*Materials — 2.0%*
	71,100	Syngenta AG ADR		5,744,880
				16,453,015
	*Taiwan — 1.2%*
	*Information Technology — 1.2%*
	209,854	Taiwan Semiconductor Manufacturing Co. Ltd. ADR		3,601,095
	*United Kingdom — 22.2%*
	*Consumer Discretionary — 3.0%*
	400,000	Greene King PLC		4,100,019
	249,000	Pearson PLC		4,855,313
				8,955,332
	*Consumer Staples — 3.8%*
	1,063,284	Tesco PLC		5,859,496
	134,000	Unilever PLC		5,210,760
				11,070,256

(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 — (Continued)*
	*Financials — 5.9%*
	1,858,000	Barclays PLC	$	8,074,303
	81,000	HSBC Holdings PLC ADR		4,298,670
	196,000	Standard Chartered PLC		5,074,433
				17,447,406
	*Health Care — 2.6%*
	53,000	AstraZeneca PLC ADR		2,505,310
	118,850	GlaxoSmithKline PLC ADR		5,166,410
				7,671,720
	*Industrials — 2.1%*
	419,000	Rolls-Royce Holdings PLC *		6,012,253
	*Telecommunication Services — 3.0%*
	1,059,000	BT Group PLC		4,041,895
	1,840,000	Vodafone Group PLC		4,633,598
				8,675,493
	*Utilities — 1.8%*
	231,100	SSE PLC		5,378,460
				65,210,920
	*United States — 1.2%*
	*Energy — 1.2%*
	51,352	Schlumberger Ltd.		3,558,180
	*Total Common Stocks (Cost $230,300,710)*			*273,206,239*
	*Exchange-Traded Funds — 3.5%*
	212,000	iShares MSCI Malaysia Index Fund		3,207,560
	66,900	iShares MSCI South Korea Index Fund		4,238,784
	217,691	iShares MSCI Taiwan Index Fund		2,964,951
	*Total Exchange-Traded Funds (Cost $7,673,000)*			*10,411,295*


*Shares*			*Value ⁺*
	*Cash Equivalents — 3.7%*
	10,717,674	Huntington U.S. Treasury Money Market Fund, Trust Shares, 0.050% (b) (c)	$	10,717,674
	*Total Cash Equivalents (Cost $10,717,674)*			*10,717,674*
	Short-Term Securities Held as Collateral for Securities Lending — 0.5%
	1,478,160	Fidelity Institutional Money Market Portfolio, Institutional Class, 0.180% (c)		1,478,160
	Total Short-Term Securities Held as Collateral for Securities Lending (Cost $1,478,160)			*1,478,160*
	Total Investments (Cost $250,169,544) — 100.5%			*295,813,368*
	*Liabilities in Excess of Other Assets — (0.5)%*			*(1,347,192)*
	*Net Assets — 100.0%*		$	*294,466,176*

(a)

All or a portion of the security was on loan as of December 31, 2012. The total value of securities on loan as of December 31, 2012 was $1,462,448.

(b)

Investment in affiliate.

(c)

Rate disclosed is the seven day yield as of December 31, 2012.

*	Non-income producing security.

⁺	All securities, except those traded on United States (including ADRs) and Canadian exchanges, Cash Equivalents or Short-Term Securities were fair valued at December 31, 2012.

ADR

— American Depositary Receipt

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

Annual Shareholder Report



*Huntington Mid Corp America Fund*		December 31, 2012


*Portfolio of Investments Summary Table*		(unaudited)


*Asset Allocation*	Percentage of Market Value
Information Technology		15.8%
Industrials		15.2%
Health Care		13.5%
Financials		12.4%
Consumer Discretionary		9.0%
Real Estate Investment Trusts		6.6%
Materials		6.4%
Energy		6.1%
Short-Term Securities Held as Collateral for Securities Lending		4.4%
Consumer Staples		4.1%
Utilities		3.6%
Cash¹		2.5%
Telecommunication Services		0.4%
*Total*		*100.0%*

¹	Investments in an affiliated money market fund.

Portfolio of Investments


*Shares*			*Value*

	*Common Stocks — 97.4%*
	*Consumer Discretionary — 9.5%*
	7,120	Advance Auto Parts, Inc.	$	515,132
	10,930	American Public Education, Inc. (a) *		394,682
	25,340	Bob Evans Farms, Inc.		1,018,668
	36,500	D.R. Horton, Inc.		721,970
	40,260	Iconix Brand Group, Inc. *		898,603
	18,210	ITT Educational Services, Inc. (a) *		315,215
	25,870	Kohl’s Corp.		1,111,893
	43,640	Nordstrom, Inc.		2,334,740
	24,650	PetSmart, Inc.		1,684,581
	6,710	Ralph Lauren Corp.		1,005,963
	31,050	Ross Stores, Inc.		1,681,358
	18,000	Vitamin Shoppe, Inc. *		1,032,480
				12,715,285
	*Consumer Staples — 4.3%*
	27,380	Church & Dwight Co., Inc.		1,466,747
	25,950	Constellation Brands, Inc., Class A *		918,371
	45,900	Dr. Pepper Snapple Group, Inc. (a)		2,027,862
	35,490	Harris Teeter Supermarkets, Inc.		1,368,494
				5,781,474
	*Energy — 6.4%*
	8,500	Baker Hughes, Inc.		347,140
	32,320	Helmerich & Payne, Inc.		1,810,243
	28,710	Murphy Oil Corp.		1,709,681
	16,920	Noble Energy, Inc.		1,721,441


*Shares*			*Value*

	*Common Stocks — (Continued)*
	*Energy — (Continued)*
	33,810	Oceaneering International, Inc.	$	1,818,640
	10,584	Superior Energy Services, Inc. *		219,300
	11,250	Unit Corp. *		506,813
	36,600	Weatherford International Ltd. *		409,554
				8,542,812
	*Financials — 13.0%*
	83,750	Brown & Brown, Inc.		2,132,275
	27,390	Community Bank System, Inc.		749,390
	27,170	Cullen/Frost Bankers, Inc.		1,474,516
	50,670	Discover Financial Services		1,953,328
	4,310	Everest Re Group Ltd.		473,885
	147,440	First Niagara Financial Group, Inc.		1,169,199
	21,800	Invesco Ltd.		568,762
	9,800	Jones Lang LaSalle, Inc.		822,612
	31,600	Montpelier Re Holdings Ltd.		722,376
	45,400	Principal Financial Group, Inc.		1,294,808
	33,810	Prosperity Bancshares, Inc.		1,420,020
	11,120	T. Rowe Price Group, Inc.		724,246
	45,885	Torchmark Corp.		2,370,878
	75,243	Unum Group		1,566,559
				17,442,854
	*Health Care — 14.1%*
	56,750	AmerisourceBergen Corp.		2,450,465
	39,930	Cepheid, Inc. (a) *		1,350,033

(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)*
	*Health Care — (Continued)*
	14,230	Computer Programs & Systems, Inc.	$	716,338
	62,020	Life Technologies Corp. *		3,043,942
	120,170	Mylan, Inc. *		3,302,272
	16,000	Quest Diagnostics, Inc.		932,320
	54,330	St. Jude Medical, Inc.		1,963,486
	28,496	Thermo Fisher Scientific, Inc.		1,817,475
	38,830	Watson Pharmaceutical, Inc. *		3,339,380
				18,915,711
	*Industrials — 15.8%*
	10,200	Alliant Techsystems, Inc.		631,992
	58,560	Babcock & Wilcox Co./The		1,534,272
	22,400	BorgWarner, Inc. *		1,604,288
	16,000	Elbit Systems Ltd.		640,800
	3,320	Flowserve Corp.		487,376
	64,270	Jacobs Engineering Group, Inc. *		2,735,974
	53,400	John Bean Technologies Corp.		948,918
	59,510	Kennametal, Inc.		2,380,400
	23,400	Parker Hannifin Corp.		1,990,404
	17,270	Rockwell Automation, Inc.		1,450,507
	64,280	Rollins, Inc.		1,416,731
	21,000	Ryder System, Inc.		1,048,530
	11,490	Stericycle, Inc. *		1,071,672
	54,740	Timken Co.		2,618,214
	10,000	UniFirst Corp.		733,200
				21,293,278
	*Information Technology — 16.5%*
	11,000	Amdocs Ltd.		373,890
	19,170	BMC Software, Inc. *		760,282
	31,140	Broadcom Corp., Class A		1,034,159
	40,580	Citrix Systems, Inc. *		2,668,135
	53,400	CTS Corp.		567,642
	32,866	Fidelity National Information Services, Inc.		1,144,065
	14,100	Fiserv, Inc. *		1,114,323
	10,250	FleetCor Technologies, Inc. *		549,913
	71,510	FLIR Systems, Inc.		1,595,388
	33,000	Harris Corp.		1,615,680
	27,560	j2 Global, Inc. (a)		842,785
	25,700	Molex, Inc.		702,381
	30,800	NCR Corp. *		784,784
	17,900	NetApp, Inc. *		600,545
	49,600	NVIDIA Corp.		609,584
	25,800	Progress Software Corp. *		541,542
	26,800	Seagate Technology PLC (a)		816,864
	53,600	Synopsys, Inc. *		1,706,624
	20,600	Syntel, Inc.		1,103,954
	50,280	Teradata Corp. *		3,111,829
				22,244,369
	*Materials — 6.7%*
	33,910	Albemarle Corp.		2,106,489
	12,000	Ball Corp.		537,000
	18,170	Cia de Minas Buenaventura SA (a)		653,212
	54,000	FMC Corp.		3,160,080
	12,280	PPG Industries, Inc.		1,662,098


*Shares*			*Value*

	*Common Stocks — (Continued)*
	*Materials — (Continued)*
	9,500	Silver Wheaton Corp.	$	342,760
	20,000	Sonoco Products Co.		594,600
				9,056,239
	*Real Estate Investment Trusts — 6.9%*
	26,810	EPR Properties (a)		1,236,209
	22,470	Highwoods Properties, Inc.		751,622
	12,200	Home Properties, Inc.		747,982
	12,210	Liberty Property Trust		436,752
	21,510	Mack-Cali Realty Corp.		561,626
	104,800	Medical Properties Trust, Inc.		1,253,408
	13,360	Mid-America Apartment Communities, Inc.		865,060
	16,690	PS Business Parks, Inc.		1,084,516
	22,800	Rayonier, Inc.		1,181,724
	18,260	Sovran Self Storage, Inc.		1,133,946
				9,252,845
	*Telecommunication Services — 0.4%*
	9,000	TELUS Corp.		586,260
	*Utilities — 3.8%*
	33,370	Alliant Energy Corp.		1,465,277
	63,980	CMS Energy Corp.		1,559,832
	6,980	DTE Energy Co.		419,149
	33,700	Portland General Electric Co.		922,032
	26,130	Xcel Energy, Inc.		697,932
				5,064,222
	*Total Common Stocks (Cost $86,769,852)*			*130,895,349*
	*Cash Equivalents — 2.6%*
	3,531,522	Huntington U.S. Treasury Money Market Fund, Trust Shares, 0.050% (b) (c)		3,531,522
	*Total Cash Equivalents (Cost $3,531,522)*			*3,531,522*
	Short-Term Securities Held as Collateral for Securities Lending — 4.6%
	6,116,911	Fidelity Institutional Money Market Portfolio, Institutional Class, 0.180% (c)		6,116,911
	Total Short-Term Securities Held as Collateral for Securities Lending (Cost $6,116,911)			*6,116,911*
	Total Investments (Cost $96,418,285) — 104.6%			*140,543,782*
	*Liabilities in Excess of Other Assets — (4.6)%*			*(6,167,822)*
	*Net Assets — 100.0%*		$	*134,375,960*

(a)

All or a portion of the security was on loan as of December 31, 2012. The total value of securities on loan as of December 31, 2012 was $6,074,742.

(b)

Investment in affiliate.

(c)

Rate disclosed is the seven day yield as of December 31, 2012.

*	Non-income producing security.

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

Annual Shareholder Report



*Huntington Real Strategies Fund*		December 31, 2012


*Portfolio of Investments Summary Table*		(unaudited)


*Asset Allocation*	Percentage of Market Value
Energy		23.9%
Materials		17.9%
Short-Term Securities Held as Collateral for Securities Lending		17.3%
Industrials		12.4%
Real Estate Investment Trusts		7.7%
Exchange-Traded Funds		6.0%
Cash¹		4.5%
Real Estate Investments		3.9%
Consumer Staples		3.6%
Closed-End Funds		2.6%
Warrants		0.2%
Options Purchased		0.0%
*Total*		*100.0%*

¹	Investments in an affiliated money market fund.

Portfolio of Investments


*Shares*			*Value*

	*Common Stocks — 79.1%*
	*Consumer Staples — 4.3%*
	32,980	Bunge Ltd.	$	2,397,316
	87,890	Smithfield Foods, Inc. *		1,895,787
				4,293,103
	*Energy — 28.9%*
	193,500	Adaro Energy Tbk PT ADR (a)		1,606,050
	61,900	Cameco Corp. (a)		1,220,668
	60,500	Canadian Natural Resources Ltd.		1,746,635
	91,000	Canadian Oil Sands Ltd. (a)		1,850,940
	80,000	Cheniere Energy, Inc. *		1,502,400
	101,110	Chesapeake Energy Corp. (a)		1,680,448
	45,100	Enterprise Products Partners LP		2,258,608
	36,636	Kinder Morgan, Inc.		1,294,350
	51,800	Linn Energy LLC		1,825,432
	29,100	National Oilwell Varco, Inc.		1,988,985
	76,700	Natural Resource Partners LP (a)		1,422,018
	41,100	Sasol Ltd. ADR		1,779,219
	64,900	Spectra Energy Corp.		1,776,962
	78,046	Statoil ASA ADR (a)		1,954,272
	43,200	Tenaris SA ADR (a)		1,810,944
	28,600	Transocean Ltd.		1,276,990
	558,200	Uranium Energy Corp. (a) *		1,428,992
				28,423,913
	*Industrials — 15.0%*
	45,100	AGCO Corp. *		2,215,312
	22,200	Caterpillar, Inc.		1,988,676


*Shares*			*Value*

	*Common Stocks — (Continued)*
	*Industrials — (Continued)*
	58,000	Chicago Bridge & Iron Co. NV	$	2,688,300
	34,050	Deere & Co.		2,942,601
	28,200	Lindsay Corp.		2,259,384
	19,400	Valmont Industries, Inc.		2,649,070
				14,743,343
	*Materials — 21.6%*
	20,970	Agrium, Inc. (a)		2,095,113
	59,700	AngloGold Ashanti Ltd. ADR		1,872,789
	46,700	Barrick Gold Corp.		1,634,967
	14,800	BHP Billiton Ltd. ADR		1,160,912
	38,700	Cliffs Natural Resources, Inc. (a)		1,492,272
	52,700	Molycorp, Inc. (a) *		497,488
	33,360	Potash Corporation of Saskatchewan, Inc.		1,357,418
	13,800	Praxair, Inc.		1,510,410
	33,450	Rio Tinto PLC ADR (a)		1,943,110
	107,000	Stillwater Mining Co. *		1,367,460
	22,000	Syngenta AG ADR		1,777,600
	8,200	Terra Nitrogen Co. LP (a)		1,755,538
	57,200	Vale SA ADR		1,198,912
	32,000	Yara International ASA ADR		1,591,680
				21,255,669
	*Real Estate Investment Trusts — 9.3%*
	13,381	AvalonBay Communities, Inc.		1,814,330
	131,200	Duke Realty Corp.		1,819,744

(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 — (Continued)*
	59,820	Rayonier, Inc.	$	3,100,471
	87,750	Weyerhaeuser Co.		2,441,205
				9,175,750
	*Total Common Stocks (Cost $76,232,121)*			*77,891,778*
	*Exchange-Traded Funds — 7.3%*
	77,910	iShares Silver Trust *		2,286,658
	84,200	Market Vectors Junior Gold Miners Fund ETF		1,667,160
	36,300	Market Vectors Oil Services ETF (a)		1,404,084
	63,500	PowerShares DB Agriculture Fund *		1,774,825
	*Total Exchange-Traded Funds (Cost $9,401,483)*			*7,132,727*
	*Real Estate Investments (b) (c) (d) — 4.7%*
		Discount Retail Portfolio II DST (e)		884,472
		Grocery & Pharmacy DST		919,418
		New York Power DST (e)		862,254
		Scotts Gahanna LLC (e)		1,143,804
		Winston-Salem DST		859,037
	*Total Real Estate Investments (Cost $5,144,000)*			*4,668,985*
	*Closed-End Fund — 3.1%*
	145,891	Central Fund of Canada Ltd., Class A (a)		3,068,088
	*Total Closed-End Fund (Cost $2,159,636)*			*3,068,088*
	*Warrants — 0.2%*
	56,000	Kinder Morgan, Inc., Expires 5/25/2017		211,680
	*Total Warrants (Cost $70,868)*			*211,680*
	*Options Purchased — 0.1%*
	100	Market Vectors Gold Miners ETF, Call @ $42, Expiring January 2013		45,000
	*Total Options Purchased (Cost $54,300)*			*45,000*


*Shares*			*Value*

	*Cash Equivalents — 5.5%*
	5,395,632	Huntington U.S. Treasury Money Market Fund, Trust Shares, 0.050% (e) (f)	$	5,395,632
	*Total Cash Equivalents (Cost $5,395,632)*			*5,395,632*
	Short-Term Securities Held as Collateral for Securities Lending — 20.8%
	20,507,976	Fidelity Institutional Money Market Portfolio, Institutional Class, 0.180% (f)		20,507,976
	Total Short-Term Securities Held as Collateral for Securities Lending (Cost $20,507,976)			*20,507,976*
	Total Investments (Cost $118,966,016) — 120.8%			*118,921,866*
	*Liabilities in Excess of Other Assets — (20.8)%*			*(20,457,020)*
	*Net Assets — 100.0%*		$	*98,464,846*

(a)

All or a portion of the security was on loan as of December 31, 2012. The total value of securities on loan as of December 31, 2012 was $20,583,002.

(b)

Illiquid security.

(c)

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

(d)

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

(e)

Investment in affiliate.

(f)

Rate disclosed is the seven day yield as of December 31, 2012.

*	Non-income producing security.

ADR — American Depositary Receipt

DST — Delaware Statutory Trust

ETF — Exchange-Traded Fund

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

Annual Shareholder Report



*Huntington Rotating Markets Fund*		December 31, 2012


*Portfolio of Investments Summary Table*		(unaudited)


*Asset Allocation*	Percentage of Market Value
Information Technology		59.7%
Consumer Discretionary		15.4%
Health Care		11.3%
Short-Term Securities Held as Collateral for Securities Lending		4.3%
Cash¹		3.3%
Consumer Staples		2.4%
Industrials		1.8%
Telecommunication Services		0.7%
Exchange-Traded Funds		0.6%
Materials		0.5%
*Total*		*100.0%*

¹	Investments in an affiliated money market fund.

Portfolio of Investments


*Shares*			*Value*

	*Common Stocks — 95.9%*
	*Consumer Discretionary — 16.1%*
	6,201	Amazon.com, Inc. *	$	1,557,319
	1,736	Apollo Group, Inc., Class A *		36,317
	3,274	Bed Bath & Beyond, Inc. *		183,049
	27,874	Comcast Corp., Class A		1,041,930
	9,304	DIRECTV, Class A *		466,689
	3,168	Dollar Tree, Inc. *		128,494
	1,645	Expedia, Inc.		101,085
	841	Fossil, Inc. *		78,297
	2,613	Garmin Ltd. (a)		106,663
	7,579	Liberty Interactive, Inc. *		149,155
	366	Liberty Ventures Group, Series A *		24,800
	4,496	Mattel, Inc.		164,643
	711	Netflix, Inc. (a) *		65,967
	22,813	News Corp., Class A		582,644
	1,705	O’Reilly Automotive, Inc. *		152,461
	652	Priceline.com, Inc. *		405,022
	3,064	Ross Stores, Inc.		165,916
	571	Sears Canada, Inc. (a) *		5,793
	1,386	Sears Holdings Corp. (a) *		57,325
	49,127	Sirius XM Radio, Inc. *		141,977
	9,360	Staples, Inc.		106,704
	9,736	Starbucks Corp.		522,044
	4,041	Virgin Media, Inc.		148,507
	1,379	Wynn Resorts Ltd.		155,124
				6,547,925
	*Consumer Staples — 2.5%*
	5,752	Costco Wholesale Corp.		568,125
	2,478	Green Mountain Coffee Roasters, Inc. (a) *		102,490


*Shares*			*Value*

	*Common Stocks — (Continued)*
	*Consumer Staples — (Continued)*
	2,287	Monster Beverage Corp. *	$	120,937
	2,426	Whole Foods Market, Inc.		221,567
				1,013,119
	*Health Care — 11.8%*
	2,505	Alexion Pharmaceuticals, Inc. *		234,994
	11,727	Amgen, Inc.		1,012,275
	3,244	Biogen Idec, Inc. *		475,797
	5,882	Celgene Corp. *		463,031
	2,273	Cerner Corp. *		176,476
	1,876	DENTSPLY International, Inc.		74,308
	6,389	Express Scripts Holding Co. *		345,006
	10,179	Gilead Sciences, Inc. *		747,647
	1,211	Henry Schein, Inc. *		97,437
	499	Intuitive Surgical, Inc. *		244,695
	2,408	Life Technologies Corp. *		118,185
	5,635	Mylan, Inc. *		154,850
	1,263	Perrigo Co.		131,390
	9,359	Teva Pharmaceutical Industries Ltd. ADR		349,465
	2,795	Vertex Pharmaceuticals, Inc. *		117,222
	3,447	Warner Chilcott PLC, Class A		41,502
				4,784,280
	*Industrials — 1.9%*
	2,159	CH Robinson Worldwide, Inc.		136,492
	2,817	Expeditors International of Washington, Inc.		111,412
	3,969	Fastenal Co.		185,313

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

Annual Shareholder Report


*Huntington Rotating Markets Fund*		(Continued)


*Shares*			*Value*

	*Common Stocks — (Continued)*
	*Industrials — (Continued)*
	4,734	PACCAR, Inc.	$	214,024
	1,140	Stericycle, Inc. *		106,328
				753,569
	*Information Technology — 62.3%*
	15,469	Activision Blizzard, Inc.		164,281
	6,452	Adobe Systems, Inc. *		243,111
	2,380	Akamai Technologies, Inc. *		97,366
	4,246	Altera Corp.		146,232
	12,377	Apple, Inc.		6,597,312
	17,416	Applied Materials, Inc.		199,239
	3,014	Autodesk, Inc. *		106,545
	6,494	Automatic Data Processing, Inc.		370,223
	3,257	Avago Technologies Ltd.		103,117
	3,581	Baidu, Inc. ADR *		359,138
	2,282	BMC Software, Inc. *		90,504
	6,410	Broadcom Corp., Class A		212,876
	6,537	CA, Inc.		143,683
	2,786	Check Point Software Technologies Ltd. *		132,725
	71,710	Cisco Systems, Inc.		1,409,101
	2,485	Citrix Systems, Inc. *		163,389
	4,075	Cognizant Technology Solutions Corp., Class A *		301,754
	24,522	Dell, Inc.		248,408
	17,126	eBay, Inc. *		873,768
	1,069	F5 Networks, Inc. *		103,853
	1,116	First Solar, Inc. (a) *		34,462
	1,873	Fiserv, Inc. *		148,023
	9,415	Flextronics International Ltd. *		58,467
	3,456	Google, Inc., Class A *		2,451,583
	67,767	Intel Corp. (a)		1,398,033
	3,944	Intuit, Inc.		234,668
	2,144	KLA-Tencor Corp.		102,397
	1,568	Lam Research Corp. *		56,652
	3,046	Linear Technology Corp.		104,478
	8,199	Marvell Technology Group Ltd.		59,525
	3,915	Maxim Integrated Products, Inc.		115,101
	2,559	Microchip Technology, Inc.		83,398
	13,005	Micron Technology, Inc. *		82,582
	112,908	Microsoft Corp.		3,018,031
	4,805	NetApp, Inc. *		161,208
	4,082	Nuance Communications, Inc. *		91,110
	8,237	NVIDIA Corp.		101,233
	67,580	Oracle Corp.		2,251,766
	4,819	Paychex, Inc.		150,064
	22,331	QUALCOMM, Inc.		1,384,969


*Shares*			*Value*

	*Common Stocks — (Continued)*
	*Information Technology — (Continued)*
	6,806	Research In Motion Ltd. *	$	80,855
	3,151	SanDisk Corp. *		137,257
	6,151	Seagate Technology PLC (a)		187,482
	9,814	Symantec Corp. *		184,601
	2,086	VeriSign, Inc. *		80,978
	3,499	Xilinx, Inc.		125,614
	16,594	Yahoo!, Inc. *		330,221
				25,281,383
	*Materials — 0.5%*
	792	Randgold Resources Ltd. ADR		78,606
	1,609	Sigma-Aldrich Corp.		118,390
				196,996
	*Telecommunication Services — 0.8%*
	12,499	Vodafone Group PLC ADR		314,850
	*Total Common Stocks (Cost $39,006,419)*			*38,892,122*
	*Exchange-Traded Funds — 0.7%*
	3,924	Powershares QQQ Trust, Series 1		255,492
	*Total Exchange-Traded Funds (Cost $260,492)*			*255,492*
	*Cash Equivalents — 3.4%*
	1,385,688	Huntington U.S. Treasury Money Market Fund, Trust Shares, 0.050% (b) (c)		1,385,688
	*Total Cash Equivalents (Cost $1,385,688)*			*1,385,688*
	Short-Term Securities Held as Collateral for Securities Lending — 4.5%
	1,839,691	Fidelity Institutional Money Market Portfolio, Institutional Class, 0.180% (c)		1,839,691
	Total Short-Term Securities Held as Collateral for Securities Lending (Cost $1,839,691)			*1,839,691*
	Total Investments (Cost $42,492,290) — 104.5%			*42,372,993*
	*Liabilities in Excess of Other Assets — (4.5)%*			*(1,820,527)*
	*Net Assets — 100.0%*		$	*40,552,466*

(a)

All or a portion of the security was on loan as of December 31, 2012. The total value of securities on loan as of December 31, 2012 was $1,840,533.

(b)

Investment in affiliate.

(c)

Rate disclosed is the seven day yield as of December 31, 2012.

*	Non-income producing security.

ADR

— American Depositary Receipt

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

Annual Shareholder Report



*Huntington Situs Fund*		December 31, 2012


*Portfolio of Investments Summary Table*		(unaudited)


*Asset Allocation*	Percentage of Market Value
Information Technology		19.3%
Industrials		15.6%
Health Care		11.0%
Consumer Discretionary		10.7%
Short-Term Securities Held as Collateral for Securities Lending		10.5%
Materials		9.5%
Financials		9.4%
Energy		4.9%
Consumer Staples		3.0%
Real Estate Investment Trusts		2.2%
Utilities		1.6%
Cash¹		1.4%
Exchange-Traded Funds		0.4%
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 — 98.0%*
	*Bermuda — 2.2%*
	*Financials — 2.2%*
	110,000	Arch Capital Group Ltd. *	$	4,842,200
	*Brazil — 0.8%*
	*Consumer Staples — 0.8%*
	38,200	Cia Brasileira de Distribuicao Grupo Pao de Acucar ADR (a)		1,695,698
	*Canada — 0.0%*
	*Energy — 0.0%*
	35,000	Denison Mines Corp. (a) *		43,750
	*Chile — 0.6%*
	*Materials — 0.6%*
	24,000	Sociedad Quimica y Minera de Chile SA ADR		1,383,360
	*Denmark — 0.7%*
	*Health Care — 0.7%*
	52,500	Novozymes A/S, Class B		1,489,921
	*Germany — 0.5%*
	*Health Care — 0.5%*
	35,500	Stada Arzneimittel AG		1,148,506


*Shares*			*Value ⁺*

	*Common Stocks — (Continued)*
	*Hong Kong — 0.6%*
	*Consumer Discretionary — 0.6%*
	162,500	Television Broadcasts Ltd.	$	1,221,893
	*Japan — 1.3%*
	*Consumer Discretionary — 0.5%*
	31,400	Honda Motor Co. Ltd. ADR		1,159,916
	*Consumer Staples — 0.2%*
	38,300	Shiseido Co. Ltd.		539,936
	*Financials — 0.2%*
	70	Japan Prime Realty Investment Corp.		202,058
	20	Japan Real Estate Investment Corp.		196,793
				398,851
	*Health Care — 0.4%*
	20,600	Terumo Corp.		816,987
				2,915,690
	*Mexico — 0.2%*
	*Consumer Discretionary — 0.2%*
	27,400	Desarrolladora Homex S.A.B. de C.V. ADR (a) *		341,952

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

Annual Shareholder Report


*Huntington Situs Fund*		(Continued)


*Shares*			*Value ⁺*

	*Common Stocks — (Continued)*
	*Sweden — 0.3%*
	*Consumer Discretionary — 0.3%*
	116,800	Haldex AB	$	604,686
	*Switzerland — 0.9%*
	*Consumer Discretionary — 0.9%*
	50,000	Garmin Ltd. (a)		2,041,000
	*United Kingdom — 0.9%*
	*Consumer Staples — 0.5%*
	16,000	Reckitt Benckiser Group PLC		1,016,074
	*Industrials — 0.4%*
	116,800	Concentric AB		1,008,033
				2,024,107
	*United States — 89.0%*
	*Consumer Discretionary — 9.6%*
	186,100	Cabela’s, Inc., Class A *		7,769,675
	13,500	Columbia Sportswear Co. (a)		720,360
	7,050	Fossil, Inc. *		656,355
	45,000	Papa John’s International, Inc. *		2,472,300
	23,850	Rent-A-Center, Inc.		819,486
	100,000	Sturm Ruger & Co., Inc. (a)		4,540,000
	1,200	Tempur-Pedic International, Inc. *		37,788
	5,000	Tractor Supply Co.		441,800
	97,000	Urban Outfitters, Inc. *		3,817,920
				21,275,684
	*Consumer Staples — 1.9%*
	22,000	Darling International, Inc. *		352,880
	90,000	Fresh Del Monte Produce, Inc.		2,371,500
	30,000	Sanderson Farms, Inc.		1,426,500
				4,150,880
	*Energy — 5.5%*
	20,000	Alliance Resource Partners LP (a)		1,161,400
	10,000	Atwood Oceanics, Inc. *		457,900
	53,000	CARBO Ceramics, Inc. (a)		4,152,020
	100,000	Denbury Resources, Inc. *		1,620,000
	13,000	Dril-Quip, Inc. *		949,650
	111,708	Halcon Resources Corp. (a) *		773,019
	30,000	Lufkin Industries, Inc. (a)		1,743,900
	15,000	Oceaneering International, Inc.		806,850
	7,000	SM Energy Co.		365,470
	6,000	Swift Energy Co. *		92,340
				12,122,549
	*Financials — 8.1%*
	89,300	Cullen/Frost Bankers, Inc.		4,846,311
	20,000	Evercore Partners, Inc. (a)		603,800
	30,000	EZCORP, Inc., Class A *		595,800
	110,000	International Bancshares Corp.		1,985,500
	165,000	Raymond James Financial, Inc.		6,357,450
	75,383	SCBT Financial Corp.		3,028,889
	13,800	WSFS Financial Corp.		583,050
				18,000,800


*Shares*			*Value ⁺*

	*Common Stocks — (Continued)*
	*United States — (Continued)*
	*Health Care — 10.8%*
	29,000	AmSurg Corp. *	$	870,290
	40,000	Arena Pharmaceuticals, Inc. (a) *		360,800
	15,000	Bio-Rad Laboratories, Inc., Class A *		1,575,750
	73,000	Cerner Corp. *		5,667,720
	20,000	Codexis, Inc. (a) *		44,200
	50,000	Edwards LifeSciences Corp. (b) *		4,508,500
	10,000	Healthways, Inc. *		107,000
	30,000	Merit Medical Systems, Inc. *		417,000
	80,000	Myriad Genetics, Inc. *		2,180,000
	75,000	Osiris Therapeutics, Inc. (a) *		673,500
	21,000	PSS World Medical, Inc. *		606,480
	80,000	Watson Pharmaceutical, Inc. *		6,880,000
				23,891,240
	*Industrials — 17.1%*
	50,000	BE Aerospace, Inc. *		2,470,000
	105,000	EnPro Industries, Inc. *		4,294,500
	50,000	Flowserve Corp.		7,340,000
	100,000	Harsco Corp.		2,350,000
	20,000	Lindsay Corp.		1,602,400
	10,000	Mine Safety Appliances Co.		427,100
	120,000	Quanta Services, Inc. *		3,274,800
	40,000	Ryder System, Inc.		1,997,200
	50,000	Taser International, Inc. *		447,000
	195,000	Trinity Industries, Inc.		6,984,900
	70,000	Universal Forest Products, Inc. (a)		2,662,800
	85,000	Watts Water Technologies, Inc., Class A		3,654,150
	12,750	Werner Enterprises, Inc.		276,293
				37,781,143
	*Information Technology — 21.6%*
	15,000	3D Systems Corp. *		800,250
	66,900	ACI Worldwide, Inc. *		2,922,861
	70,000	Anixter International, Inc. *		4,478,600
	50,000	Cardtronics, Inc. *		1,187,000
	80,000	Diodes, Inc. *		1,388,000
	50,000	Exlservice Holdings, Inc. *		1,325,000
	177,000	Geospace Technologies Corp. *		15,729,990
	215,000	Jabil Circuit, Inc.		4,147,350
	80,600	Methode Electronics, Inc.		808,418
	100,000	Red Hat, Inc. *		5,296,000
	45,000	ScanSource, Inc. *		1,429,650
	115,000	Trimble Navigation Ltd. *		6,874,700
	20,000	TriQuint Semiconductor, Inc. *		96,800
	29,000	Tyler Technologies, Inc. *		1,404,760
				47,889,379
	*Materials — 10.0%*
	5,000	Albemarle Corp.		310,600
	48,000	Buckeye Technologies, Inc.		1,378,080
	53,400	Eagle Materials, Inc.		3,123,900
	29,200	Eastman Chemical Co.		1,987,060
	10,000	Owens-Illinois, Inc. *		212,700
	65,000	Quaker Chemical Corp.		3,500,900
	40,000	Scotts Miracle-Gro Co., Class A (a)		1,762,000
	30,000	Sensient Technologies Corp.		1,066,800

(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)*
	*Materials — (Continued)*
	17,000	Terra Nitrogen Co. LP (a)	$	3,639,530
	55,000	Texas Industries, Inc. (a) *		2,805,550
	50,000	United States Lime & Minerals, Inc.*		2,356,000
				22,143,120
	*Real Estate Investment Trusts — 2.4%*
	31,500	Camden Property Trust		2,148,615
	90,000	Equity One, Inc. (a)		1,890,900
	50,000	Weingarten Realty Investors		1,338,500
				5,378,015
	*Telecommunication Services — 0.2%*
	39,000	General Communication, Inc., Class A *		374,010
	*Utilities — 1.8%*
	15,000	AGL Resources, Inc.		599,550
	39,900	Hawaiian Electric Industries, Inc.		1,003,086
	13,100	Northwest Natural Gas Co.		579,020
	60,000	Portland General Electric Co.		1,641,600
	5,500	UGI Corp.		179,905
				4,003,161
				197,009,981
	*Total Common Stocks (Cost $132,797,830)*			*216,762,744*
	*Exchange-Traded Funds — 0.4%*
	25,000	iShares FTSE China 25 Index Fund		1,012,000
	*Total Exchange-Traded Funds (Cost $623,750)*			*1,012,000*
	*Closed-End Fund — 0.3%*
	30,000	Central Fund of Canada Ltd., Class A (a)		630,900
	*Total Closed-End Fund (Cost $419,116)*			*630,900*


*Shares*			*Value ⁺*

	*Cash Equivalents — 1.6%*
	3,588,928	Huntington U.S. Treasury Money Market Fund, Trust Shares, 0.050% (c) (d)	$	3,588,928
	*Total Cash Equivalents (Cost $3,588,928)*			*3,588,928*
	Short-Term Securities Held as Collateral for Securities Lending — 11.8%
	25,978,626	Fidelity Institutional Money Market Portfolio, Institutional Class, 0.180% (d)		25,978,626
	Total Short-Term Securities Held as Collateral for Securities Lending (Cost $25,978,626)			*25,978,626*
	Total Investments (Cost $163,408,250) — 112.1%			*247,973,198*
	*Liabilities in Excess of Other Assets — (12.1)%*			*(26,731,376)*
	*Net Assets — 100.0%*		$	*221,241,822*

(a)

All or a portion of the security was on loan as of December 31, 2012. The total value of securities on loan as of December 31, 2012 was $25,938,935.

(b)

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

(c)

Investment in affiliate.

(d)

Rate disclosed is the seven day yield as of December 31, 2012.

*	Non-income producing security.

+	All securities, except those traded on United States (including ADRs) and Canadian exchanges, Cash Equivalents or Short-Term Securities were fair valued at December 31, 2012.

ADR — American Depositary Receipt

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

Annual Shareholder Report



*Huntington Fixed Income Securities Fund*		December 31, 2012


*Portfolio of Investments Summary Table*		(unaudited)


*Asset Allocation*	Percentage of Market Value
Corporate Bonds		73.5%
U.S. Treasury Obligations		12.7%
U.S. Government Agencies		9.9%
Cash¹		1.7%
Preferred Stocks		1.2%
U.S. Government Mortgage Backed Securities		1.0%
*Total*		*100.0%*

¹	Investments in an affiliated money market fund.

Portfolio of Investments


Principal Amount			*Value*

	*Corporate Bonds — 72.7%*
	*Consumer Discretionary — 5.2%*
$	5,000,000	AutoZone, Inc., 5.750%, 1/15/15	$	5,471,415
	2,000,000	Comcast Corp., 6.500%, 1/15/17		2,412,086
	2,000,000	Mattel, Inc., 6.200%, 10/1/40		2,457,202
	4,000,000	Time Warner, Inc., 3.150%, 7/15/15		4,229,980
	1,500,000	Walt Disney Co./The, Series B, MTN, 6.200%, 6/20/14		1,627,527
				16,198,210
	*Consumer Staples — 3.5%*
	3,000,000	Kellogg Co., 4.250%, 3/6/13		3,019,896
	2,000,000	Kraft Foods, Inc., 6.000%, 2/11/13		2,010,948
	2,000,000	Kroger Co./The, 7.500%, 1/15/14		2,139,320
	2,775,000	Wal-Mart Stores, Inc., 6.200%, 4/15/38		3,770,809
				10,940,973
	*Energy — 6.1%*
	1,290,000	Apache Corp., 6.900%, 9/15/18		1,645,167
	5,000,000	Enterprise Products Operating LLC, Series L, 6.300%, 9/15/17		6,048,155
	2,005,000	EQT Corp., 8.125%, 6/1/19		2,481,843
	2,000,000	Halliburton Co., 6.150%, 9/15/19		2,518,534
	2,335,000	Marathon Oil Corp., 6.000%, 10/1/17		2,806,563
	1,000,000	Transocean, Inc., 7.375%, 4/15/18		1,189,826
	2,000,000	Williams Partners LP, 5.250%, 3/15/20		2,303,904
				18,993,992
	*Financials — 22.7%*
	2,700,000	American Express Co., 4.050%, 12/3/42 (a) (b)		2,712,123
	2,000,000	American Express Credit Co., Series C, 7.300%, 8/20/13		2,085,916
	5,000,000	Bank of Montreal, MTN, 2.500%, 1/11/17 (a) (b)		5,241,185


Principal Amount			*Value*

	*Corporate Bonds — (Continued)*
	*Financials — (Continued)*
$	5,000,000	Bank of Nova Scotia, 1.950%, 1/30/17 (a) (b)	$	5,208,000
	2,000,000	Barrick International Bank Corp., 5.750%, 10/15/16 (a) (b)		2,294,262
	3,000,000	BlackRock, Inc., 6.250%, 9/15/17		3,666,264
	5,000,000	Canadian Imperial Bank of Commerce, 2.600%, 7/2/15 (a) (b)		5,254,000
	3,000,000	CME Group, Inc., 3.000%, 9/15/22		3,043,935
	3,000,000	Fifth Third Bancorp, 3.625%, 1/25/16		3,205,275
	3,700,000	General Electric Capital Corp., Series A, GMTN, 6.900%, 9/15/15		4,247,781
	1,000,000	Goldman Sachs Group, Inc./The, 5.250%, 10/15/13		1,035,012
	3,000,000	JPMorgan Chase & Co., 4.000%, 2/25/21 (c)		3,008,079
	1,000,000	Lincoln National Corp., 4.750%, 2/15/14		1,041,974
	4,000,000	Manulife Financial Corp., 3.400%, 9/17/15		4,206,048
	1,000,000	MetLife, Inc., 5.000%, 11/24/13		1,040,651
	1,000,000	Morgan Stanley, 6.750%, 10/15/13		1,044,630
	2,000,000	Morgan Stanley, MTN, 5.000%, 5/17/23 (c)		1,850,000
	3,400,000	National City Bank, 5.250%, 12/15/16		3,863,937
	1,915,000	Northern Trust Co., 6.500%, 8/15/18		2,371,076
	2,050,000	RenaissanceRe Holdings Ltd., 5.875%, 2/15/13		2,060,916
	5,000,000	Royal Bank of Canada, 3.125%, 4/14/15 (a) (b)		5,289,000
	3,000,000	Toronto-Dominion Bank, 2.200%, 7/29/15 (a) (b)		3,126,000
	3,395,000	Wachovia Corp., 5.625%, 10/15/16		3,892,466
				70,788,530

(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)*
	*Health Care — 6.7%*
$	2,000,000	AstraZeneca PLC, 5.900%, 9/15/17	$	2,430,050
	2,054,000	Celgene Corp., 2.450%, 10/15/15		2,131,452
	2,500,000	Covidien International Finance SA, 1.875%, 6/15/13		2,516,900
	1,000,000	Covidien International Finance SA, 2.800%, 6/15/15		1,045,911
	2,000,000	Gilead Sciences, Inc., 4.500%, 4/1/21		2,285,708
	3,705,000	Laboratory Corp. of America Holdings, 4.625%, 11/15/20		4,125,077
	1,000,000	Pfizer, Inc., 5.350%, 3/15/15		1,101,306
	5,000,000	Thermo Fisher Scientific, Inc., 3.250%, 11/20/14		5,228,065
				20,864,469
	*Industrials — 2.8%*
	1,368,000	CSX Transportation, Inc., 9.750%, 6/15/20		1,932,554
	1,665,000	Emerson Electric Co., 5.125%, 12/1/16		1,916,287
	2,000,000	Union Pacific Corp., 5.650%, 5/1/17		2,346,858
	2,000,000	United Technologies Corp., 6.125%, 2/1/19		2,492,454
				8,688,153
	*Information Technology — 6.5%*
	2,000,000	CA, Inc., 6.125%, 12/1/14		2,179,510
	4,000,000	eBay, Inc., 4.000%, 7/15/42		3,895,696
	2,000,000	Hewlett-Packard Co., 5.500%, 3/1/18		2,163,132
	2,000,000	Intel Corp., 4.000%, 12/15/32		1,987,978
	3,000,000	International Business Machines Corp., 7.625%, 10/15/18		4,007,076
	3,000,000	Oracle Corp., 6.125%, 7/8/39		4,003,755
	2,000,000	Oracle Corp., 5.250%, 1/15/16		2,263,220
				20,500,367
	*Materials — 3.8%*
	5,000,000	Albemarle Corp., 5.100%, 2/1/15		5,372,045
	3,000,000	Freeport-McMoRan Copper & Gold, Inc., 3.550%, 3/1/22		2,975,328
	3,300,000	Potash Corporation of Saskatchewan, Inc., 5.250%, 5/15/14		3,503,795
				11,851,168
	*Real Estate Investment Trusts — 5.0%*
	5,000,000	ERP Operating LP, 5.200%, 4/1/13		5,052,280
	2,640,000	Health Care REIT, Inc., 4.950%, 1/15/21		2,887,452
	1,000,000	Kimco Realty Corp., 4.820%, 6/1/14		1,051,812
	2,000,000	Plum Creek Timberlands PLC, 4.700%, 3/15/21		2,223,014
	2,000,000	Senior Housing Properties Trust, 4.300%, 1/15/16		2,073,538
	2,000,000	Simon Property Group LP, 5.650%, 2/1/20		2,400,030
				15,688,126


Principal Amount			*Value*

	*Corporate Bonds — (Continued)*
	*Telecommunication Services — 2.1%*
$	2,000,000	AT&T, Inc., 5.600%, 5/15/18	$	2,412,550
	2,000,000	Verizon Wireless, 7.375%, 11/15/13		2,113,934
	2,000,000	Vodafone Group PLC, 5.000%, 12/16/13		2,085,474
				6,611,958
	*Utilities — 8.3%*
	1,000,000	Consolidated Edison Co. of New York, Inc., Series 03-B, 3.850%, 6/15/13		1,014,316
	2,000,000	Constellation Energy Group, Inc., 4.550%, 6/15/15		2,158,698
	3,000,000	Dominion Resources, Inc., Series 07-A, 6.000%, 11/30/17		3,618,156
	4,000,000	Duke Energy Corp., 6.300%, 2/1/14		4,237,784
	3,000,000	Georgia Power Co., Series 10-C, 4.750%, 9/1/40		3,281,784
	1,800,000	Gulf Power Co., Series K, 4.900%, 10/1/14		1,881,058
	2,310,000	Metropolitan Edison, 4.875%, 4/1/14		2,420,365
	3,000,000	PSEG Power LLC, 2.500%, 4/15/13		3,017,313
	4,000,000	Questar Corp., 2.750%, 2/1/16		4,197,188
				25,826,662
	*Total Corporate Bonds (Cost $214,342,279)*			*226,952,608*
	*U.S. Treasury Obligations — 12.6%*
	*U.S. Treasury Bonds — 10.0%*
	1,500,000	9.125%, 5/15/18		2,159,062
	2,000,000	8.750%, 8/15/20		3,096,250
	6,000,000	7.125%, 2/15/23		9,046,872
	4,000,000	7.625%, 2/15/25		6,450,000
	4,000,000	6.750%, 8/15/26		6,180,000
	3,000,000	5.250%, 11/15/28		4,144,686
				31,076,870
	*U.S. Treasury Notes — 2.6%*
	4,000,000	0.875%, 4/30/17		4,049,064
	4,000,000	3.000%, 5/15/42		4,075,000
				8,124,064
	*Total U.S. Treasury Obligations (Cost $33,125,887)*			*39,200,934*
	*U.S. Government Agencies — 9.8%*
	*Federal Farm Credit Bank — 0.7%*
	2,000,000	4.710%, 3/6/15		2,190,166
	*Federal Home Loan Bank — 5.0%*
	3,000,000	5.375%, 6/14/13		3,070,725
	1,380,000	5.000%, 7/16/13 (d)		1,415,245
	5,000,000	4.750%, 9/11/15		5,584,640
	5,000,000	3.500%, 12/9/16		5,539,880
				15,610,490
	*Federal Home Loan Mortgage Corporation — 3.0%*
	5,000,000	5.000%, 1/30/14		5,258,730
	4,000,000	0.500%, 10/9/15		4,006,208
				9,264,938

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

Annual Shareholder Report


*Huntington Fixed Income Securities Fund*		(Continued)


Principal Amount or Shares			*Value*

	*U.S. Government Agencies — (Continued)*
	*Federal National Mortgage Association — 1.1%*
$	3,000,000	4.065%, 2/15/18	$	3,479,898
	Total U.S. Government Agencies (Cost $28,804,860)			*30,545,492*
	*Preferred Stocks — 1.2%*
	*Financials — 0.7%*
	20,000	American Financial Group, Inc., 7.000%		536,600
	10,000	Credit Suisse Guernsey, 7.900%		253,600
	20,000	M&T Capital Trust IV, 8.500%		507,000
	20,000	Raymond James Financial, Inc., 6.900%		545,400
	20,000	Wells Fargo Capital Trust XII, 7.875%		506,600
				2,349,200
	*Real Estate Investment Trusts — 0.2%*
	20,000	Vornado Realty LP, 7.875%		541,600
	*Utilities — 0.3%*
	30,000	NextEra Energy Capital Holdings, Inc., Series F, 8.750%		801,300
	*Total Preferred Stocks (Cost $3,766,910)*			*3,692,100*
	U.S. Government Mortgage Backed Agencies — 1.0%
	*Federal Home Loan Mortgage Corporation — 0.4%*
$	554,252	Pool # J05518, 5.500%, 9/1/22		591,936
	582,573	Pool # J08160, 5.000%, 12/1/22		625,686
				1,217,622
	*Federal National Mortgage Association — 0.0%*
	20,418	Pool # 599630, 6.500%, 8/1/16		21,845
	97,743	Pool # 254403, 6.000%, 8/1/17		105,131
				126,976


Principal Amount or Shares			*Value*

	U.S. Government Mortgage Backed Agencies —(Continued)
	Government National Mortgage Association — 0.6%
$	885,943	Pool # 683937, 6.000%, 2/15/23	$	977,237
	695,258	Pool # 689593, 6.000%, 7/15/23		766,117
	71,049	Pool # 345128, 6.500%, 1/15/24		80,803
	25,038	Pool # 372962, 7.000%, 3/15/24		29,386
	13,333	Pool # 373015, 8.000%, 6/15/24		13,556
				1,867,099
	Total U.S. Government Mortgage Backed Agencies (Cost $3,002,369)			*3,211,697*
	*Cash Equivalents — 1.7%*
	5,299,225	Huntington U.S. Treasury Money Market Fund, Trust Shares 0.050% (e) (f)		5,299,225
	*Total Cash Equivalents (Cost $5,299,225)*			*5,299,225*
	Total Investments (Cost $288,341,530) — 99.0%			*308,902,056*
	*Other Assets in Excess of Liabilities — 1.0%*			*3,044,307*
	*Net Assets — 100.0%*		$	*311,946,363*

(a)

Illiquid security.

(b)

(c)

Variable or Floating Rate Security. Rate disclosed is as of December 31, 2012.

(d)

Step Bond: Coupon rate is set for an initial period and then increased to a higher coupon rate at a specified date. The rate shown is the rate in effect at December 31, 2012.

(e)

Investment in affiliate.

(f)

Rate disclosed is the seven day yield as of December 31, 2012.

GMTN — Global Medium Term Note

MTN — Medium Term Note

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

Annual Shareholder Report



*Huntington Intermediate Government Income Fund*		December 31, 2012


*Portfolio of Investments Summary Table*		(unaudited)


*Asset Allocation*	Percentage of Market Value
U.S. Government Agencies		46.6%
U.S. Government Mortgage Backed Securities		26.4%
U.S. Treasury Obligations		22.1%
Collateralized Mortgage Obligations		2.7%
Cash¹		2.2%
*Total*		*100.0%*

¹	Investments in an affiliated money market fund.

Portfolio of Investments


Principal Amount			*Value*

	*U.S. Government Agencies — 46.4%*
	*Federal Farm Credit Bank — 18.1%*
$	1,000,000	4.500%, 12/15/15	$	1,119,462
	2,000,000	4.875%, 12/16/15		2,257,344
	1,000,000	3.750%, 1/29/16		1,100,907
	1,000,000	5.270%, 9/1/16		1,171,079
	2,000,000	5.050%, 3/8/17		2,345,020
	1,000,000	5.550%, 8/1/17		1,209,201
	2,500,000	3.150%, 1/12/18		2,772,417
	1,000,000	4.250%, 4/16/18		1,170,334
	2,000,000	5.050%, 8/1/18		2,443,144
	2,000,000	2.800%, 10/28/20		2,189,348
	1,000,000	5.375%, 11/10/20		1,284,613
	3,000,000	1.880%, 10/5/22		2,983,068
				22,045,937
	*Federal Home Loan Bank — 26.6%*
	1,000,000	3.750%, 6/14/13		1,015,993
	1,000,000	4.375%, 9/13/13		1,029,215
	830,000	4.750%, 12/12/14		900,138
	2,500,000	2.875%, 6/12/15		2,653,228
	2,000,000	4.750%, 9/11/15		2,233,856
	2,000,000	1.900%, 12/29/15		2,088,562
	1,000,000	4.875%, 3/11/16		1,139,980
	3,000,000	1.000%, 6/21/17		3,034,221
	2,000,000	3.125%, 12/8/17		2,222,518
	1,500,000	4.250%, 3/9/18		1,753,203
	3,000,000	4.125%, 12/13/19		3,555,153
	1,000,000	4.125%, 3/13/20		1,187,471
	2,000,000	3.000%, 3/18/20		2,209,726
	3,500,000	3.375%, 6/12/20		3,973,963
	2,000,000	3.625%, 6/11/21		2,299,708
	1,000,000	2.125%, 6/10/22		1,023,115
				32,320,050
	*Federal National Mortgage Association — 1.7%*
	2,000,000	1.375%, 11/15/16		2,060,380
	Total U.S. Government Agencies (Cost $51,423,008)			*56,426,367*


Principal Amount			*Value*

	U.S. Government Mortgage Backed Agencies — 26.3%
	Federal Home Loan Mortgage Corporation — 7.8%
$	17,977	Pool # M81004, 5.000%, 1/1/13	$	18,051
	88,296	Pool # E01184, 6.000%, 8/1/17		96,048
	287,243	Pool # B10827, 4.500%, 11/1/18		306,167
	573,541	Pool # J02717, 5.500%, 11/1/20		622,572
	270,823	Pool # C90699, 5.000%, 8/1/23		291,422
	242,852	Pool # C91167, 5.000%, 4/1/28		261,507
	1,910,542	Pool # C91441, 3.000%, 4/1/32		2,006,757
	2,868,979	Pool # C91451, 3.000%, 5/1/32		3,013,460
	147,598	Pool # G08005, 5.500%, 8/1/34		160,416
	225,191	Pool # 1G0865, 2.825%, 7/1/35 (a)		239,844
	459,823	Pool # 972190, 2.775%, 11/1/35 (a)		489,571
	291,650	Pool # G03609, 5.500%, 10/1/37		315,063
	1,556,993	Pool # G06784, 3.500%, 10/1/41		1,656,985
				9,477,863
	*Federal National Mortgage Association — 12.3%*
	83,340	Pool # 647408, 5.000%, 10/1/17		90,569
	387,904	Pool # 357805, 5.000%, 6/1/20		420,702
	420,992	Pool # 889799, 5.500%, 2/1/23		456,094
	145,923	Pool # 254911, 5.000%, 10/1/23		160,350
	358,487	Pool # 255360, 5.000%, 8/1/24		393,932
	358,353	Pool # 255767, 5.500%, 6/1/25		392,496
	432,074	Pool # 255984, 4.500%, 11/1/25		473,770
	373,497	Pool # 256116, 6.000%, 2/1/26		408,908
	296,119	Pool # 256213, 6.000%, 4/1/26		324,194
	294,310	Pool # 257536, 5.000%, 1/1/29		318,994
	503,745	Pool # MA0115, 4.500%, 7/1/29		545,745
	567,786	Pool # MA0563, 4.000%, 11/1/30		611,220
	1,110,027	Pool # MA0667, 4.000%, 3/1/31		1,194,940
	1,857,121	Pool # MA0706, 4.500%, 4/1/31		2,018,926
	705,342	Pool # MA0804, 4.000%, 7/1/31		759,299
	230,916	Pool # 254594, 5.500%, 1/1/33		253,783
	384,005	Pool # 783793, 6.000%, 7/1/34		432,652
	275,637	Pool # 806715, 5.500%, 1/1/35		301,555
	291,773	Pool # 807963, 5.000%, 1/1/35		319,983
	405,899	Pool # 735224, 5.500%, 2/1/35		446,095

(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 Mortgage Backed Agencies — (Continued)
	Federal National Mortgage Association — (Continued)
$	377,323	Pool # 868935, 5.500%, 5/1/36	$	410,444
	161,168	Pool # 907484, 6.000%, 1/1/37		176,449
	714,366	Pool # AD7906, 5.000%, 7/1/40		795,713
	764,032	Pool # AH6655, 4.000%, 2/1/41		819,851
	1,421,445	Pool # AJ5469, 3.500%, 11/1/41		1,516,674
	869,414	Pool # MA1044, 3.000%, 4/1/42		911,907
				14,955,245
	Government National Mortgage Association — 6.2%
	420,066	Pool # 683552, 5.500%, 2/15/23		453,919
	598,712	Pool # 666057, 5.000%, 3/15/23		654,018
	2,006,025	Pool # 741854, 4.000%, 5/15/25		2,163,101
	124,838	Pool # 2699, 6.000%, 1/20/29		143,421
	116,137	Pool # 576456, 6.000%, 3/15/32		131,390
	1,340,440	Pool # 4113, 5.000%, 4/20/38		1,466,163
	422,285	Pool # 676974, 5.500%, 5/15/38		463,409
	743,464	Pool # 733602, 5.000%, 4/15/40		843,668
	1,140,805	Pool # 4978, 4.500%, 3/20/41		1,255,191
				7,574,280
	Total U.S. Government Mortgage Backed Agencies (Cost $30,515,611)			*32,007,388*
	*U.S. Treasury Obligations — 22.1%*
	*U.S. Treasury Notes — 22.1%*
	2,000,000	4.250%, 11/15/14		2,148,516
	3,000,000	2.125%, 11/30/14		3,106,407
	1,500,000	0.250%, 2/15/15		1,499,297
	2,000,000	4.500%, 2/15/16		2,254,218
	2,000,000	5.125%, 5/15/16		2,312,500
	2,000,000	1.000%, 8/31/16		2,038,124
	3,000,000	1.375%, 11/30/18		3,079,686
	2,000,000	1.250%, 1/31/19		2,036,250
	2,000,000	2.625%, 11/15/20		2,195,000
	2,000,000	2.125%, 8/15/21		2,102,500
	2,000,000	2.000%, 11/15/21		2,075,782
	2,000,000	1.625%, 11/15/22		1,978,124
	Total U.S. Treasury Obligations (Cost $25,415,381)			*26,826,404*


Principal Amount or Shares			*Value*

	*Collateralized Mortgage Obligations — 2.7%*
	*Federal Home Loan Bank — 0.9%*
$	1,000,000	Series Z2-2013, 4.375%, 2/13/15	$	1,080,011
	Federal Home Loan Mortgage Corporation — 0.7%
	143,184	Series 2555, 4.250%, 1/15/18		150,055
	54,299	Series 2571, 5.500%, 7/15/21		54,284
	556,381	Series 2802, 5.500%, 11/15/31		559,427
	122,404	Series 2976, 4.500%, 1/15/33		124,624
				888,390
	*Federal National Mortgage Association — 0.1%*
	70,349	Series 2003-11, 5.500%, 8/25/32		71,737
	66,981	Series 2003-16, 4.000%, 2/25/33		70,910
				142,647
	Government National Mortgage Association — 1.0%
	904,017	Series 2003-100, 5.500%, 1/20/23		926,907
	227,602	Series 2005-55, 5.000%, 5/20/32		229,329
				1,156,236
	Total Collateralized Mortgage Obligations (Cost $3,138,576)			*3,267,284*
	*Cash Equivalents — 2.2%*
	2,607,089	Huntington U.S. Treasury Money Market Fund, Trust Shares 0.050% (b) (c)		2,607,089
	*Total Cash Equivalents (Cost $2,607,089)*			*2,607,089*
	Total Investments (Cost $113,099,665) — 99.7%			*121,134,532*
	*Other Assets in Excess of Liabilities — 0.3%*			*384,132*
	*Net Assets — 100.0%*		$	*121,518,664*

(a)

Variable or Floating Rate Security. Rate disclosed is as of December 31, 2012.

(b)

Investment in affiliate.

(c)

Rate disclosed is the seven day yield as of December 31, 2012.

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

Annual Shareholder Report



*Huntington Mortgage Securities Fund*		December 31, 2012


*Portfolio of Investments Summary Table*		(unaudited)


*Asset Allocation*	Percentage of Market Value
U.S. Government Mortgage Backed Securities		77.8%
Real Estate Investment Trusts		11.5%
Cash¹		5.0%
U.S. Government Agencies		3.2%
Collateralized Mortgage Obligations		1.6%
Short-Term Securities Held as Collateral for Securities Lending		0.9%
*Total*		*100.0%*

¹	Investments in an affiliated money market fund.

Portfolio of Investments


Principal Amount			*Value*

	U.S. Government Mortgage Backed Agencies — 78.3%
	Federal Home Loan Mortgage Corporation — 17.4%
$	122,738	Pool # J03237, 5.500%, 8/1/16	$	131,179
	287,243	Pool # B10827, 4.500%, 11/1/18		306,257
	228,932	Pool # J10396, 4.000%, 7/1/19		244,140
	135,157	Pool # G12297, 6.000%, 7/1/21		148,613
	805,107	Pool # J18448, 3.000%, 4/1/22		848,146
	430,557	Pool # G12867, 4.500%, 8/1/22		459,730
	224,562	Pool # C90779, 5.000%, 1/1/24		241,712
	229,312	Pool # C90859, 5.500%, 10/1/24		250,229
	231,913	Pool # C90999, 5.500%, 11/1/26		251,908
	242,852	Pool # C91167, 5.000%, 4/1/28		261,583
	329,286	Pool # C91175, 5.000%, 5/1/28		354,684
	1,583,775	Pool # C91296, 5.000%, 4/1/30		1,704,733
	1,910,542	Pool # C91441, 3.000%, 4/1/32		2,007,354
	1,912,652	Pool # C91451, 3.000%, 5/1/32		2,009,571
	205,344	Pool # A15284, 5.500%, 10/1/33		223,465
	295,196	Pool # G08005, 5.500%, 8/1/34		320,877
	225,236	Pool # 1G0865, 2.825%, 7/1/35 (a)		240,104
	240,037	Pool # A55565, 6.000%, 12/1/36		261,633
	180,794	Pool # G08168, 6.000%, 12/1/36		197,059
	254,693	Pool # G03498, 5.500%, 11/1/37		275,179
	928,158	Pool # A93936, 4.500%, 9/1/40		999,770
	637,958	Pool # A94008, 4.000%, 9/1/40		681,854
	1,167,745	Pool # G06784, 3.500%, 10/1/41		1,243,104
				13,662,884
	*Federal National Mortgage Association — 54.1%*
	165,212	Pool # 684488, 5.000%, 12/1/17		177,176
	266,294	Pool # 693256, 5.000%, 4/1/18		286,438
	153,694	Pool # 254720, 4.500%, 5/1/18		165,801
	179,329	Pool # 786729, 5.500%, 8/1/19		194,310
	1,460,442	Pool # MA0504, 3.500%, 8/1/20		1,550,153
	1,302,185	Pool # MA0654, 3.500%, 2/1/21		1,382,175
	124,906	Pool # 896597, 5.000%, 8/1/21		135,759
	194,423	Pool # 254831, 5.000%, 8/1/23		210,810


Principal Amount			*Value*

	U.S. Government Mortgage Backed Agencies — (Continued)
	Federal National Mortgage Association — (Continued)
$	402,277	Pool # 254908, 5.000%, 9/1/23	$	436,183
	384,678	Pool # 254911, 5.000%, 10/1/23		422,833
	175,140	Pool # 255320, 5.000%, 7/1/24		192,511
	1,147,788	Pool # 932438, 4.000%, 1/1/25		1,230,130
	602,632	Pool # 255711, 5.500%, 4/1/25		660,239
	138,775	Pool # 357771, 5.000%, 5/1/25		152,193
	213,280	Pool # 255834, 4.500%, 6/1/25		233,929
	432,074	Pool # 255984, 4.500%, 11/1/25		473,905
	466,871	Pool # 256116, 6.000%, 2/1/26		511,281
	636,089	Pool # 257163, 5.000%, 4/1/28		689,639
	376,380	Pool # 257238, 5.000%, 6/1/28		408,066
	297,941	Pool # 257281, 5.000%, 7/1/28		323,024
	294,310	Pool # 257536, 5.000%, 1/1/29		319,086
	577,272	Pool # MA0096, 4.500%, 6/1/29		625,584
	805,991	Pool # MA0115, 4.500%, 7/1/29		873,444
	925,044	Pool # MA0171, 4.500%, 9/1/29		1,002,461
	567,786	Pool # MA0563, 4.000%, 11/1/30		611,397
	1,439,031	Pool # MA0641, 4.000%, 2/1/31		1,549,561
	1,110,027	Pool # MA0667, 4.000%, 3/1/31		1,195,286
	1,857,121	Pool # MA0706, 4.500%, 4/1/31		2,019,507
	3,301,912	Pool # MA0776, 4.500%, 6/1/31		3,590,630
	705,342	Pool # MA0804, 4.000%, 7/1/31		759,519
	1,697,334	Pool # MA0976, 3.500%, 2/1/32		1,815,290
	2,363,315	Pool # MA1084, 3.500%, 6/1/32		2,527,552
	434,666	Pool # 729535, 5.500%, 7/1/33		477,778
	291,279	Pool # 786457, 5.355%, 7/1/34 (a)		313,516
	384,004	Pool # 783793, 6.000%, 7/1/34		432,712
	275,637	Pool # 806715, 5.500%, 1/1/35		301,598
	189,626	Pool # 814261, 6.000%, 1/1/35		210,893
	405,899	Pool # 735224, 5.500%, 2/1/35		446,158
	200,374	Pool # 845573, 3.406%, 2/1/36 (a)		215,610
	228,815	Pool # 745511, 5.000%, 4/1/36		247,899
	392,764	Pool # 745418, 5.500%, 4/1/36		429,266

(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)
$	147,857	Pool # 888029, 6.000%, 12/1/36	$	161,899
	161,168	Pool # 907484, 6.000%, 1/1/37		176,474
	714,366	Pool # AD7906, 5.000%, 7/1/40		795,825
	1,399,066	Pool # AD7724, 5.000%, 7/1/40		1,519,252
	2,825,046	Pool # AE4310, 4.000%, 9/1/40		3,032,323
	1,197,557	Pool # AE0395, 4.500%, 10/1/40		1,303,379
	1,120,575	Pool # AE4628, 4.500%, 10/1/40		1,214,706
	1,146,048	Pool # AH6655, 4.000%, 2/1/41		1,230,135
	1,421,445	Pool # AJ5469, 3.500%, 11/1/41		1,517,118
	1,658,542	Pool # AB4106, 3.500%, 12/1/41		1,770,173
				42,522,586
	Government National Mortgage Association — 6.8%
	210,817	Pool # 683915, 5.000%, 1/15/23		229,080
	344,122	Pool # 691761, 5.000%, 7/15/23		375,964
	1,719,450	Pool # 741854, 4.000%, 5/15/25		1,854,624
	712,282	Pool # 4886, 4.500%, 12/20/25		776,514
	734,309	Pool # 3637, 5.500%, 11/20/34		816,875
	422,285	Pool # 676974, 5.500%, 5/15/38		463,476
	743,464	Pool # 733602, 5.000%, 4/15/40		843,784
				5,360,317
	Total U.S. Government Mortgage Backed Agencies (Cost $58,971,872)			*61,545,787*
	*Common Stocks — 11.6%*
	*Real Estate Investment Trusts — 11.6%*
	7,274	Acadia Realty Trust		182,432
	5,900	Alexandria Real Estate Equities, Inc.		408,988
	9,900	American Campus Communities, Inc.		456,687
	800	Associated Estates Realty Corp.		12,896
	1,800	BioMed Realty Trust, Inc.		34,794
	4,100	Boston Properties, Inc.		433,821
	300	Brandywine Realty Trust		3,657
	800	Brookfield Office Properties, Inc.		13,608
	900	Camden Property Trust		61,389
	1,800	Colonial Properties Trust		38,466
	900	Coresite Realty Corp.		24,894
	900	CubeSmart		13,113
	900	DDR Corp.		14,094
	800	DiamondRock Hospitality Co.		7,200
	5,700	Digital Realty Trust, Inc. (b)		386,973
	12,600	Douglas Emmett, Inc.		293,580
	15,300	Duke Realty Corp.		212,211
	4,500	DuPont Fabros Technology, Inc.		108,720
	8,100	EastGroup Properties, Inc.		435,861
	5,900	Equity Lifestyle Properties, Inc.		397,011
	5,400	Equity Residential		306,018
	3,200	Essex Property Trust, Inc.		469,280
	800	Excel Trust, Inc.		10,136
	900	Extra Space Storage, Inc.		32,751
	1,400	Federal Realty Investment Trust		145,628


Principal Amount or shares			*Value*

	*Common Stocks — (Continued)*
	*Real Estate Investment Trusts — (Continued)*
	5,400	HCP, Inc.	$	243,972
	1,300	Health Care REIT, Inc.		79,677
	3,100	Healthcare Realty Trust, Inc.		74,431
	7,200	Home Properties, Inc.		441,432
	10,416	Host Hotels & Resorts, Inc.		163,219
	7,800	Kimco Realty Corp.		150,696
	4,500	Kite Realty Group Trust		25,155
	8,000	LaSalle Hotel Properties		203,120
	6,215	Macerich Co./The		362,335
	8,600	National Retail Properties, Inc. (b)		268,320
	2,300	Pennsylvania Real Estate Investment Trust (b)		40,572
	1,800	Post Properties, Inc.		89,910
	3,243	ProLogis, Inc.		118,337
	1,800	Public Storage, Inc.		260,928
	3,200	Regency Centers Corp.		150,784
	2,700	Retail Properties of America, Inc.		32,319
	800	Sabra Health Care REIT, Inc.		17,376
	4,100	Simon Property Group, Inc.		648,169
	203	SL Green Realty Corp.		15,560
	900	Sovran Self Storage, Inc.		55,890
	9,000	Tanger Factory Outlet Centers, Inc.		307,800
	5,676	UDR, Inc.		134,975
	6,200	Ventas, Inc.		401,264
	1,336	Vornado Realty Trust		106,987
	600	Washington Real Estate Investment Trust		15,690
	6,800	Weingarten Realty Investors		182,036
	1,800	Westfield Group		19,764
	1,800	Westfield Retail Trust		5,652
	*Total Common Stocks (Cost $5,364,994)*			*9,120,578*
	*U.S. Government Agencies — 3.2%*
	*Federal Farm Credit Bank — 3.2%*
$	2,500,000	1.950%, 7/19/22		2,511,912
	*Total U.S. Government Agencies (Cost $2,512,167)*			*2,511,912*
	*Collateralized Mortgage Obligations — 1.7%*
	*Federal Home Loan Bank — 0.3%*
	186,575	Series Z2-2013, 4.800%, 2/25/13		187,583
	*Federal Home Loan Mortgage Corporation — 1.1%*
	218,650	Series 3322, 5.250%, 4/15/17		227,363
	240,044	Series 2497, 5.000%, 9/15/17		256,147
	120,996	Series 2770, 4.000%, 1/15/18		122,478
	145,758	Series 2672, 5.500%, 8/15/31		146,599
	122,404	Series 2976, 4.500%, 1/15/33		124,688
				877,275
	*Federal National Mortgage Association — 0.3%*
	218,937	Series 1999-13, 6.000%, 4/25/29		247,473
	Total Collateralized Mortgage Obligations (Cost $1,254,800)			*1,312,331*

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

Annual Shareholder Report


*Huntington Mortgage Securities Fund*		(Continued)


*Shares*			*Value*

	*Cash Equivalents — 5.0%*
	3,940,040	Huntington U.S. Treasury Money Market Fund, Trust Shares 0.050% (c) (d)	$	3,940,040
	*Total Cash Equivalents (Cost $3,940,040)*			*3,940,040*
	Short-Term Securities Held as Collateral for Securities Lending — 0.9%
	705,024	Fidelity Institutional Money Market Portfolio, Institutional Class, 0.180% (d)		705,024
	Total Short-Term Securities Held as Collateral for Securities Lending (Cost $705,024)			*705,024*
	Total Investments (Cost $72,748,897) — 100.7%			*79,135,672*
	*Liabilities in Excess of Other Assets — (0.7)%*			*(516,773)*
	*Net Assets — 100.0%*		$	*78,618,899*

(a)

Variable or Floating Rate Security. Rate disclosed is as of December 31, 2012.

(b)

All or a portion of the security was on loan as of December 31, 2012. The total value of securities on loan as of December 31, 2012 was $692,745.

(c)

Investment in affiliate.

(d)

Rate disclosed is the seven day yield as of December 31, 2012.

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

Annual Shareholder Report



*Huntington Ohio Tax-Free Fund*		December 31, 2012


*Portfolio of Investments Summary Table*		(unaudited)


*Asset Allocation*	Percentage of Market Value
School Districts		37.9%
General Obligation		31.6%
Higher Education		13.8%
Water		9.5%
Airport		2.5%
Facilities		2.0%
Single Family Housing		1.9%
Transportation		0.5%
Cash		0.3%
*Total*		*100.0%*

Portfolio of Investments


Principal Amount			*Value*

	*Municipal Bonds — 99.8%*
	*Ohio — 99.8%*
$	405,000	Akron, OH, Various Purposes, G.O., 5.000%, 12/1/26	$	460,104
	500,000	Akron, OH, Income Tax Revenue, Series A, 5.000%, 12/1/23		607,480
	225,000	Akron, OH, G.O., (AMBAC Ins.), 5.000%, 12/1/24		249,500
	100,000	Akron, OH, Various Purposes, G.O., (AGM Ins.), 5.000%, 12/1/20		116,295
	100,000	Ashland, OH, Various Purposes, G.O., (National Reinsurance), 4.500%, 12/1/22		102,019
	150,000	Barberton, OH, City School District, G.O., (Student Credit Program), 5.000%, 12/1/22		173,040
	300,000	Bath, OH, Local School District, G.O., (AGM Ins.), 0.000%, 12/1/18 (a)		263,004
	335,000	Big Walnut, OH, Local School District, G.O., 0.000%, 12/1/18 (a)		303,825
	320,000	Bowling Green, OH, City School District, G.O., (AGM Ins.), 5.000%, 12/1/24		368,339
	300,000	Bowling Green, OH, City School District, School Facilities Construction and Improvement, G.O., (AGM Ins.), 5.000%, 12/1/23		345,732
	560,000	Brookfield, OH, Local School District, School Facilities Improvement, G.O., (AGM Ins. ), 5.000%, 1/15/22		630,582
	400,000	Butler County, OH, G.O., (AMBAC Ins.), 4.750%, 12/1/24		427,180
	170,000	Butler County, OH, G.O., (AMBAC Ins.), 4.750%, 12/1/20		181,852


Principal Amount			*Value*

	*Municipal Bonds — (Continued)*
	*Ohio — (Continued)*
$	500,000	Centerville, OH, G.O., (National Reinsurance), 5.000%, 12/1/20	$	516,925
	500,000	Cincinnati, OH, Water System Revenue, Series A, 5.000%, 12/1/22		624,610
	300,000	Cincinnati, OH, Various Purposes, G.O., Series C, 5.000%, 12/1/19		349,788
	200,000	Clark County, OH, Various Purposes, G.O., (XLCA Ins.), 5.000%, 12/1/18		237,590
	500,000	Cleveland, OH, Waterworks Revenue, Series P, 5.000%, 1/1/22		582,030
	245,000	Cleveland, OH, Waterworks Revenue, Series P, 5.000%, 1/1/26		283,154
	250,000	Cleveland, OH, Capital Improvement, Capital Improvement, G.O., Series A, (AGM Ins.), 5.000%, 12/1/21		294,800
	500,000	Cleveland, OH, Airport System Revenue, Series C, (AGM Ins.), 5.000%, 1/1/18		564,860
	365,000	Cleveland, OH, Airport System Revenue, Series C, (Assured Guaranty), 5.000%, 1/1/23		404,340
	200,000	Cleveland, OH, Public Facilities Improvement Revenue, 4.000%, 10/1/22		219,072
	100,000	Clyde-Green Springs, OH, Exempted School District, G.O., (AGM Ins., Student Credit Program), 4.375%, 12/1/25		107,904
	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		172,874

(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)*
$	410,000	Coldwater, OH, Exempted Village School District, School Facilities Construction and Improvement, G.O., (Student Credit Program), 0.000%, 12/1/17 (a)	$	371,485
	100,000	Columbus, OH, Regional Airport Authority Revenue, (AGM National Reinsurance), 5.000%, 1/1/21		111,944
	505,000	Columbus, OH, Various Purposes, G.O., 5.000%, 7/1/23		636,376
	250,000	Columbus, OH, Regional Airport Authority Revenue, (MBIA Ins.), 5.000%, 1/1/20		281,297
	55,000	Columbus, OH , Sewer Revenue, Series A, 5.000%, 6/1/24		64,217
	220,000	Cuyahoga Community College District, General Receipts Revenue, Series D, 5.000%, 8/1/26		262,233
	200,000	Cuyahoga County, OH, Various Purposes, G.O., Series A, 5.000%, 12/1/21		242,990
	220,000	Dalton Local School District, School Improvement, G.O., (Student Credit Program), 5.000%, 8/1/24		259,734
	490,000	Dalton Local School District, School Improvement, G.O., (Student Credit Program), 5.000%, 8/1/25		575,897
	360,000	Fairfield Union, OH, Local School District, G.O., Series A, (AGM Ins.), 4.250%, 12/1/18		397,008
	155,000	Forest Hills, OH, Local School District, G.O., (AGM Ins.), 4.750%, 12/1/16		159,583
	35,000	Gallia, OH, Local School District, G.O., (AGM Ins.), 4.500%, 12/1/20		37,820
	150,000	Garfield Heights, OH , City School District, School Improvement, G.O., (Student Credit Program), 0.000%, 12/15/18 (a)		132,320
	500,000	Geneva, OH, City School District, School Improvement, G.O., (Student Credit Program), 4.500%, 12/1/25		554,700
	450,000	Greene County, OH, Sewer Systems Revenue, (AMBAC Ins.), 5.000%, 12/1/18		503,671
	275,000	Greene County, OH, Water & Sewer Revenue, (AGM Ins.), 5.000%, 12/1/21		295,848
	500,000	Grove City, OH, South-Western City School District, School Facilities Construction and Improvement, G.O., (AGM Ins.), 4.750%, 12/1/22		564,705
	1,000,000	Grove City, OH, South-Western City School District, School Facilities Construction and Improvement, G.O., (Student Credit Program), 4.250%, 12/1/28		1,129,780


Principal Amount			*Value*

	*Municipal Bonds — (Continued)*
	*Ohio — (Continued)*
$	170,000	Hamilton County, OH, Stratford Heights Project, Student Housing Revenue, (AGM Ins.), 5.000%, 6/1/18	$	193,863
	200,000	Hamilton County, OH, Sewer Systems Revenue, Series A, (MBIA Ins.), 5.000%, 12/1/20		230,338
	280,000	Hamilton, OH, Various Purposes, G.O., (Assured Guaranty), 5.000%, 11/1/21		321,012
	100,000	Hamilton, OH, City School District, School Improvement, G.O., (AGM Ins.), 5.000%, 12/1/21		115,152
	100,000	Hilliard, OH, School District, G.O., (National Reinsurance), 5.000%, 12/1/23		110,949
	500,000	Hilliard, OH, Various Purposes, G.O., 5.000%, 12/1/24		608,605
	50,000	Huber Heights, OH, City School District, School Improvement, G.O., 5.000%, 12/1/20		60,422
	200,000	Huber Heights, OH, City School District, School Improvement, G.O., 4.750%, 12/1/24		229,614
	75,000	Independence, OH, Rockside Road Improvement, G.O., (AMBAC Ins.), 5.000%, 12/1/20		83,326
	500,000	Independence, OH, Local School District, G.O., 0.000%, 12/1/18 (a)		440,910
	160,000	Jackson, OH, Local School District, Stark and Summit Counties, G.O., (AGM Ins.), 5.000%, 12/1/18		170,411
	420,000	Joseph Badger, OH, Local School District, Various Purposes, G.O., (Student Credit Program), 0.000%, 12/1/18 (a)		371,234
	615,000	Kent State University, OH, General Receipts Revenue, Series B, (Assured Guaranty), 5.000%, 5/1/23		713,775
	50,000	Kettering, OH, City School District, School Improvement, G.O., (AGM Ins.), 4.750%, 12/1/19		57,645
	400,000	Kettering, OH, City School District, G.O., (AGM Ins.), 4.750%, 12/1/22		455,064
	250,000	Kings Mills, OH, Local School District, School Improvement, G.O., (National Reinsurance), 5.000%, 12/1/19		292,415
	100,000	Lake, OH, Local School District, Stark County School Improvement, G.O., (AGM Ins.), 5.000%, 12/1/18		108,669
	150,000	Lakota, OH, Local School District, G.O., 4.000%, 12/1/24		171,378
	490,000	Lancaster, OH, City School District, School Facilities Construction and Improvement, G.O., (Student Credit Program), 4.000%, 10/1/21		562,299

(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)*
$	430,000	Lebanon, OH, City School District, G.O., (AGM Ins.), 5.000%, 12/1/23	$	492,776
	500,000	Lorain, OH, City School District, School Improvement, G.O., (Student Credit Program), 4.000%, 12/1/21		572,875
	250,000	Marysville, OH, Exempted Village School District, G.O., (AGM Ins.), 5.000%, 12/1/23		275,107
	50,000	Marysville, OH, Exempted Village School District, G.O., (AGM Ins.), 5.000%, 12/1/24		54,917
	200,000	Mason, OH, Sewer Systems, G.O., 5.000%, 12/1/26		244,894
	300,000	Mason, OH, Sewer Systems, G.O., 4.500%, 12/1/22		363,915
	100,000	Mechanicsburg, OH, Exempt Village School District, G.O., (Student Credit Program), 0.000%, 12/1/18 (a)		88,544
	125,000	Medina County, OH, Library District, G.O., 0.000%, 12/1/19 (a)		106,441
	50,000	Miami University, OH, General Receipts Revenue, (AMBAC Ins.), 5.000%, 9/1/23		56,854
	225,000	Miamisburg, OH, City School District, School Facilities Construction and Improvement, G.O., 5.000%, 12/1/26		262,161
	500,000	Middletown, OH, G.O., (AGM Ins.), 5.000%, 12/1/21		592,290
	200,000	Middletown, OH, School Improvement, G.O., (AGM Ins.), 4.375%, 12/1/20		220,478
	300,000	Milford, OH, Exempt Village School District, G.O., 4.625%, 12/1/21		341,163
	540,000	Montgomery County, OH, Refunding & Improvement, G.O., (National Reinsurance), 5.000%, 12/1/21		583,508
	200,000	Mount Healthy, OH, City School District, School Improvement, G.O., (AGM Ins.), 5.250%, 12/1/19		237,902
	270,000	Mount Healthy, OH, City School District, School Improvement, G.O., (AGM Ins.), 5.000%, 12/1/31		300,761
	250,000	Mount Healthy, OH, City School District, School Improvement, G.O., (AGM Ins.), 5.000%, 12/1/25		283,457
	50,000	Mount Vernon, OH, City School District, G.O., (AGM Ins.), 5.000%, 12/1/17		53,693
	300,000	New Albany, OH, Plain Local School District, Various Purposes, G.O., 0.000%, 12/1/20 (a)		254,913
	300,000	New Albany, OH, Plain Local School District, Various Purposes, G.O., 4.000%, 12/1/22		346,680
	50,000	Nordonia Hills, OH , City School District, School Improvement, G.O., (National Reinsurance, FGIC Ins.), 4.500%, 12/1/20		53,933


Principal Amount			*Value*

	*Municipal Bonds — (Continued)*
	*Ohio — (Continued)*
$	205,000	Northmont, OH, City School District, School Improvement, G.O., Series A, (Student Credit Program), 4.000%, 11/1/24	$	228,179
	100,000	Northwest, OH, Local School District, Stark, Summit & Wayne Counties, G.O., (Student Credit Program), 0.000%, 12/1/20 (a)		82,612
	300,000	Northwest, OH, Local School District, Stark, Summit & Wayne Counties, G.O., (Student Credit Program), 0.000%, 12/1/19 (a)		256,683
	200,000	Ohio Capital Asset Financing Program Fractionalized Interests, G.O., Series B, 5.000%, 12/1/22		227,536
	165,000	Ohio Higher Educational Facility Commission, Revenue, Denison University Project, 5.000%, 11/1/20		176,685
	350,000	Ohio Higher Educational Facility Commission, Revenue, University of Dayton Project, (AMBAC Ins.), 5.000%, 12/1/25		397,183
	115,000	Ohio Housing Finance Agency, Single-Family Mortgage Revenue, Series 1, 2.650%, 5/1/17		115,936
	305,000	Ohio Housing Finance Agency, Single-Family Mortgage Revenue, Series 1, 3.250%, 5/1/20		310,014
	400,000	Ohio Housing Finance Agency, Single-Family Mortgage Revenue, Series 3, 2.550%, 11/1/17		419,092
	100,000	Ohio State, Infrastructure Improvement, G.O., Series A, 5.000%, 3/1/20		114,151
	250,000	Ohio State, G.O., Series D, 5.000%, 9/15/21		283,587
	130,000	Ohio State, Infrastructure Improvement, G.O., Series A, 5.000%, 9/1/23		149,009
	600,000	Ohio State, School Improvement, G.O., Series B, 5.000%, 9/15/24		728,874
	525,000	Ohio State, Parks & Recreation Revenue, G.O., Series A, 5.250%, 9/1/22		648,102
	175,000	Ohio State, G.O., Series A, 5.000%, 9/1/20		207,105
	655,000	Ohio State, G.O., Series A, 5.375%, 9/1/23		792,105
	500,000	Ohio State, G.O., Series A, 5.000%, 9/15/19		546,675
	75,000	Ohio State, G.O., Series A, 5.000%, 9/15/17		82,123
	750,000	Ohio State, G.O., Series A, 4.500%, 9/15/23		802,995
	725,000	Ohio State, Revitalization Project Revenue, Series A, (AMBAC Ins.), 5.000%, 4/1/21		807,664

(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)*
$	350,000	Ohio State, G.O., Series D, 5.000%, 9/15/20	$	399,413
	1,100,000	Ohio State, G.O., Series A, 4.500%, 9/15/24		1,176,483
	100,000	Ohio State, School Improvement, G.O., Series A, 4.500%, 9/15/25		106,840
	400,000	Ohio State Building Authority, Administration Building Fund Revenue, Series A, 5.000%, 10/1/23		462,952
	100,000	Ohio State Building Authority, Administration Building Fund Revenue, Series A, 4.000%, 10/1/20		111,803
	150,000	Ohio State Building Authority, State Facilities Arts Building, Fund Project Revenue, Series A, 5.000%, 4/1/16		151,550
	135,000	Ohio State Building Authority, Administration Building Fund Revenue, Series A, 5.000%, 10/1/22		158,823
	100,000	Ohio State Cultural and Sports Capital Facilities Revenue, Series A, (AGM Ins.), 5.000%, 4/1/17		109,218
	300,000	Ohio State Major New Street Infrastructure Project Revenue, Series 2008-1, 5.500%, 6/15/20		361,146
	240,000	Ohio State Turnpike Commission Revenue, Series A, 5.000%, 2/15/21		284,424
	90,000	Ohio State University/The, Revenue, Series A, 5.000%, 12/1/27		106,183
	135,000	Ohio State University/The, Revenue, Series A, 5.000%, 12/1/28		159,192
	145,000	Ohio State University/The, Revenue, Series D, 5.000%, 12/1/22		182,584
	255,000	Ohio State University/The, Revenue, Series A, 5.000%, 12/1/26		301,010
	500,000	Ohio State University/The, Revenue, Series A, 5.000%, 6/1/25		639,400
	30,000	Ohio State University/The, Revenue, Series A, 5.000%, 6/1/25		32,698
	340,000	Ohio State University/The, Revenue, Series A, 4.250%, 12/1/24		384,856
	500,000	Ohio State Water Development Authority, State of Ohio Pollution Control Revenue, 5.000%, 12/1/23		606,025
	500,000	Ohio State Water Development Authority, Drinking Water Assistance Fund, Revenue, 5.000%, 12/1/22		588,585
	100,000	Ohio University, General Receipts Revenue, Series B, 5.000%, 12/1/23		111,782
	700,000	Olentangy, OH, Local School District, G.O., Series A, (AGM Ins.), 5.000%, 12/1/22		799,813
	300,000	Olentangy, OH, Local School District, G.O., Series A, (AGM Ins.), 5.000%, 12/1/21		337,527


Principal Amount			*Value*

	*Municipal Bonds — (Continued)*
	*Ohio — (Continued)*
$	500,000	Olentangy, OH, Local School District, G.O., Series A, (AGM Ins.), 5.000%, 12/1/18	$	567,030
	100,000	Reynoldsburg, OH, City School District, School Facilities Construction and Improvement, G.O., (Student Credit Program), 5.000%, 12/1/20		118,515
	470,000	River Valley, OH, Local School District, G.O., (AGM Ins., Student Credit Program), 5.250%, 11/1/23		595,471
	300,000	Sheffield Lake, OH, City School District, School Improvement, G.O., 5.000%, 12/1/25		345,255
	125,000	Sidney, OH, City School District, G.O., (National Reinsurance, FGIC Ins.), 4.750%, 12/1/20		141,368
	780,000	Southwest Licking, OH, Local School District, G.O., (AMBAC Ins.), 5.000%, 12/1/19		833,446
	595,000	Springfield, OH, City School District, School Improvement, G.O., (AGM Ins., Student Credit Program), 5.000%, 12/1/19		690,718
	125,000	Springfield, OH, City School District, School Improvement, G.O., (AGM Ins., Student Credit Program), 5.000%, 12/1/21		143,650
	605,000	State of Ohio, G.O., 5.000%, 5/1/24		752,287
	405,000	State of Ohio, G.O., 5.000%, 5/1/28		492,120
	235,000	Swanton, OH, Local School District, School Improvement, G.O., (FGIC Ins.), 4.900%, 12/1/15		235,642
	235,000	Sylvania, OH, City School District, School Improvement, G.O., 5.000%, 12/1/18		274,774
	300,000	Toledo, OH, Waterworks Revenue, (MBIA-RE FGIC Ins.), 5.000%, 11/15/22		333,072
	700,000	Toledo, OH, Waterworks Revenue, (MBIA Ins.), 5.000%, 11/15/19		780,325
	225,000	Toledo, OH, Sewer System Revenue, (AMBAC Ins.), 5.000%, 11/15/18		232,760
	400,000	Trotwood, OH, Trotwood-Madison City School District, School Improvement, G.O., (AGM Ins.), 4.250%, 12/1/18		437,928
	50,000	Trumbull County, OH, Various Purposes, G.O., (AGM Ins.), 5.000%, 12/1/28		56,415
	75,000	Trumbull County, OH, Various Purposes, G.O., Series B, (AGM Ins.), 5.000%, 12/1/20		87,980
	235,000	Twinsburg, OH , Local School District Refunding, G.O., (FGIC Ins.), 5.000%, 12/1/18		253,375

(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)*
$	500,000	University of Akron, OH, General Receipts Revenue, Series B, (AGM Ins.), 5.250%, 1/1/24	$	570,955
	350,000	University of Akron, OH, General Receipts Revenue, Series A, (AGM Ins.), 5.000%, 1/1/21		399,822
	300,000	University of Cincinnati, OH, General Receipts Revenue, Series A, (AMBAC Ins.), 5.000%, 6/1/19		346,290
	500,000	University of Cincinnati, OH, General Receipts Revenue, Series A, (MBIA Ins.), 5.000%, 6/1/22		570,245
	105,000	University of Cincinnati, OH, General Receipts Revenue, Series F, 5.000%, 6/1/21		128,881
	500,000	University of Cincinnati, OH, General Receipts Revenue, Series A, (AMBAC Ins.), 5.000%, 6/1/17		548,855
	300,000	University of Cincinnati, OH, General Receipts Revenue, Series A, (AMBAC Ins.), 5.000%, 6/1/19		328,257
	500,000	University of Cincinnati, OH, General Receipts Revenue, Series A, (AGM Ins.), 5.000%, 6/1/20		559,875
	400,000	University of Toledo, OH, General Receipts Revenue, Series A, (AMBAC Ins.), 5.000%, 6/1/19		453,272
	650,000	Washington Court House, OH, School Improvements, G.O., (National Reinsurance, FGIC Ins.), 5.000%, 12/1/19		701,369
	100,000	Westerville, OH, Various Purposes, G.O., (AMBAC Ins.), 5.000%, 12/1/24		115,936
	125,000	Westerville, OH, G.O., (AMBAC Ins.), 5.000%, 12/1/23		145,434
	300,000	Wyoming, OH, School District, Refunding School Improvement, G.O., (AGM Ins.), 5.000%, 12/1/20		329,769
	125,000	Youngstown, OH, School District, G.O., 5.000%, 12/1/23		136,020
	*Total Municipal Bonds (Cost $51,698,449)*			*53,908,578*


*Shares*			*Value*

	*Cash Equivalents — 0.3%*
	165,638	Fidelity Institutional Tax-Exempt Money Market Portfolio, Class I, 0.010% (b)	$	165,638
	*Total Cash Equivalents (Cost $165,638)*			*165,638*
	Total Investments (Cost $51,864,087) — 100.1%			*54,074,216*
	*Liabilities in Excess of Other Assets — (0.1)%*			*(41,808)*
	*Net Assets — 100.0%*		$	*54,032,408*

(a)

Zero coupon capital appreciation bond.

(b)

Rate disclosed is the seven day yield as of December 31, 2012.

AGM — Assured Guaranty Municipal Corp.

AMBAC — American Municipal Bond Assurance Corp.

FGIC — Financial Guaranty Insurance Co.

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, 2012


*Portfolio of Investments Summary Table*		(unaudited)


*Asset Allocation*	Percentage of Market Value
Corporate Bonds		73.8%
U.S. Government Agencies		19.7%
U.S. Treasury Obligations		5.4%
Cash¹		1.1%
*Total*		*100.0%*

¹	Investments in an affiliated money market fund.

Portfolio of Investments


Principal Amount			*Value*

	*Corporate Bonds — 73.4%*
	*Consumer Discretionary — 5.2%*
$	1,000,000	Home Depot, Inc./The, 5.250%, 12/16/13	$	1,046,261
	1,000,000	Johnson Controls, Inc., 4.875%, 9/15/13		1,029,229
	1,000,000	McDonald’s Corp., MTN, 4.300%, 3/1/13		1,006,285
	2,000,000	TCM Sub LLC, 3.550%, 1/15/15 (a)		2,089,964
	2,000,000	Time Warner, Inc., 3.150%, 7/15/15		2,114,990
	1,000,000	Walt Disney Co./The, 4.500%, 12/15/13		1,038,826
	2,000,000	Wyndham Worldwide Corp., 2.950%, 3/1/17		2,045,134
				10,370,689
	*Consumer Staples — 6.5%*
	2,000,000	Anheuser-Busch InBev Worldwide, Inc., 1.375%, 7/15/17		2,021,060
	2,000,000	Coca-Cola Enterprises, Inc., 1.125%, 11/12/13		2,008,956
	1,000,000	CVS Caremark Corp., 4.875%, 9/15/14		1,074,297
	1,585,000	General Mills, Inc., 5.250%, 8/15/13		1,631,179
	1,000,000	H.J. Heinz Co., 5.350%, 7/15/13		1,025,486
	2,000,000	Kellogg Co., 1. 750%, 5/17/17		2,032,476
	2,000,000	Kroger Co./The, 2.200%, 1/15/17		2,066,830
	1,000,000	Sysco Corp., 4.200%, 2/12/13		1,003,949
				12,864,233
	*Energy — 5.5%*
	1,000,000	Apache Corp., 6.000%, 9/15/13		1,038,007
	267,000	ConocoPhillips, 4. 750%, 2/1/14		279,089
	2,000,000	Kinder Morgan Energy Partners LP, 5.125%, 11/15/14		2,154,068
	1,000,000	Noble Corp., 5.875%, 6/1/13		1,020,808
	2,000,000	Phillips 66, 2.950%, 5/1/17 (a)		2,119,674


Principal Amount			*Value*

	*Corporate Bonds — (Continued)*
	*Energy — (Continued)*
$	2,000,000	Schlumberger Norge AS, 1.950%, 9/14/16 (a)	$	2,052,902
	2,250,000	Spectra Energy Capital LLC, 5.900%, 9/15/13		2,328,484
				10,993,032
	*Financials — 17.4%*
	2,000,000	American Express Credit Co., MTN, 2.750%, 9/15/15		2,096,764
	2,000,000	Bank of America Corp., MTN, 1.733%, 1/30/14 (b)		2,016,702
	2,000,000	Bank of Montreal, MTN, 2.500%, 1/11/17		2,096,474
	2,000,000	Bank of New York Mellon Corp./The, MTN, 2.400%, 1/17/17		2,095,204
	2,000,000	Bank of Nova Scotia, 1.375%, 12/18/17		2,002,770
	1,000,000	Boeing Capital Corp., 3.250%, 10/27/14		1,049,274
	1,500,000	Citigroup, Inc., 6.010%, 1/15/15		1,639,072
	2,000,000	Fifth Third Bancorp, 3.625%, 1/25/16		2,136,850
	2,500,000	General Electric Capital Corp., GMTN, 1.600%, 11/20/17		2,501,622
	1,500,000	Goldman Sachs Group, Inc./The, 5.500%, 11/15/14		1,617,207
	2,000,000	HSBC Bank PLC, 3.500%, 6/28/15 (a)		2,121,402
	1,000,000	KeyBank NA, 5.091%, 3/26/15		1,088,773
	2,000,000	Manulife Financial Corp., 3.400%, 9/17/15		2,103,024
	2,000,000	MetLife Global Funding I, 3.125%, 1/11/16 (a)		2,120,000
	2,000,000	Prudential Financial, Inc., MTN, 3.875%, 1/14/15		2,116,078
	2,000,000	Royal Bank of Canada, 1.450%, 10/30/14		2,034,434
	2,000,000	US Bancorp, MTN, 2.200%, 11/15/16		2,083,816
	1,500,000	Wells Fargo & Co., GMTN, 3.750%, 10/1/14		1,581,567
				34,501,033

(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)*
	*Health Care — 11.8%*
$	2,014,000	Cardinal Health, Inc., 4.000%, 6/15/15	$	2,164,385
	2,232,000	Celgene Corp., 2.450%, 10/15/15		2,316,164
	2,000,000	Covidien International Finance SA, 2.800%, 6/15/15		2,091,822
	2,000,000	Express Scripts Holding Co., 2.650%, 2/15/17 (a)		2,078,778
	2,000,000	Howard Hughes Medical Institute, 3.450%, 9/1/14		2,100,850
	2,000,000	Laboratory Corp. of America Holdings, 2.200%, 8/23/17		2,052,886
	1,000,000	Medco Health Solutions, Inc., 6.125%, 3/15/13		1,011,301
	1,000,000	Medtronic, Inc., 2.625%, 3/15/16		1,053,766
	2,000,000	Quest Diagnostics Inc., 3.200%, 4/1/16		2,109,462
	1,200,000	St. Jude Medical, Inc., 3.750%, 7/15/14		1,256,644
	2,000,000	Thermo Fisher Scientific, Inc., 2.250%, 8/15/16		2,070,782
	2,000,000	WellPoint, Inc., 5.250%, 1/15/16		2,228,770
	1,000,000	Zimmer Holdings, Inc., 1.400%, 11/30/14		1,007,521
				23,543,131
	*Industrials — 7.3%*
	1,000,000	3M Co., MTN, 4.375%, 8/15/13		1,025,583
	2,000,000	Caterpillar, Inc., 1.500%, 6/26/17		2,025,570
	2,000,000	Danaher Corp., 2.300%, 6/23/16		2,091,444
	2,000,000	Eaton Corp., 4.900%, 5/15/13		2,032,400
	1,000,000	Ecolab, Inc., 3.000%, 12/8/16		1,062,714
	2,000,000	Harsco Corp., 2.700%, 10/15/15		2,030,560
	1,500,000	JB Hunt Transport Services, Inc., 3.375%, 9/15/15		1,541,906
	1,500,000	Northrop Grumman Corp., 3.700%, 8/1/14		1,569,245
	1,000,000	Shell International Finance BV, 4.000%, 3/21/14		1,044,008
				14,423,430
	*Information Technology — 5.4%*
	1,000,000	Broadcom Corp., 2.375%, 11/1/15		1,042,486
	1,000,000	Dell, Inc., 4.700%, 4/15/13		1,011,721
	1,000,000	Dell, Inc., 2.300%, 9/10/15		1,027,616
	1,500,000	Hewlett-Packard Co., 3.300%, 12/9/16		1,526,834
	2,000,000	Oracle Corp., 1.200%, 10/15/17		2,005,936
	2,000,000	Symantec Corp., 2.750%, 9/15/15		2,068,522
	2,000,000	Texas Instruments, Inc., 2.375%, 5/16/16		2,093,190
				10,776,305


Principal Amount			*Value*

	*Corporate Bonds — (Continued)*
	*Materials — 6.7%*
$	2,000,000	Air Products & Chemicals, Inc., 2.000%, 8/2/16	$	2,077,626
	2,000,000	Barrick Gold Corp., 2.900%, 5/30/16		2,098,402
	2,000,000	Eastman Chemical Co, 2.400%, 6/1/17		2,066,486
	2,000,000	Freeport-McMoRan Copper & Gold, Inc., 2.150%, 3/1/17		2,010,622
	2,000,000	PPG Industries, Inc., 5.750%, 3/15/13		2,020,722
	2,000,000	Sherwin-Williams Co./The, 3.125%, 12/15/14		2,093,326
	1,000,000	Xstrata PLC, 2.450%, 10/25/17 (a)		1,009,694
				13,376,878
	*Real Estate Investment Trusts — 1.6%*
	1,000,000	HCP, Inc., 2.700%, 2/1/14		1,017,947
	2,060,000	Simon Property Group LP, 4.200%, 2/1/15		2,184,636
				3,202,583
	*Telecommunication Services — 2.1%*
	2,000,000	AT&T, Inc., 2.400%, 8/15/16		2,087,142
	1,000,000	Verizon Communications, Inc., 1.950%, 3/28/14		1,018,080
	1,000,000	Verizon Wireless, 7.375%, 11/15/13		1,056,967
				4,162,189
	*Utilities — 3.9%*
	1,500,000	FPL Group Capital, Inc., 5.350%, 6/15/13		1,530,809
	2,000,000	PSEG Power LLC, 2.500%, 4/15/13		2,011,542
	1,800,000	Questar Corp., 2.750%, 2/1/16		1,888,735
	1,262,000	Southern Co., 4.150%, 5/15/14		1,321,975
	1,000,000	Southern Co., 2.375%, 9/15/15		1,041,407
				7,794,468
	*Total Corporate Bonds (Cost $142,733,179)*			*146,007,971*
	*U.S. Government Agencies — 19.6%*
	Federal Agricultural Mortgage Corporation — 1.5%
	3,000,000	3.250%, 6/25/14		3,125,295
	*Federal Home Loan Bank — 9.6%*
	1,000,000	4.375%, 9/13/13		1,029,215
	1,500,000	1.000%, 9/13/13		1,508,567
	6,000,000	1.375%, 5/28/14		6,102,594
	2,000,000	3.250%, 9/12/14		2,100,556
	2,000,000	1.375%, 9/12/14		2,037,208
	2,000,000	4.750%, 11/14/14		2,165,758
	2,000,000	1.750%, 9/11/15		2,073,336
	2,000,000	1.900%, 12/29/15		2,088,562
				19,105,796

(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*

	*U.S. Government Agencies — (Continued)*
	Federal Home Loan Mortgage Corporation — 1.8%
$	2,000,000	2.175%, 2/19/14	$	2,044,604
	1,500,000	0.450%, 11/24/15		1,502,169
				3,546,773
	*Federal National Mortgage Association — 6.7%*
	3,000,000	1.250%, 2/27/14		3,040,011
	4,000,000	1.500%, 9/8/14		4,072,472
	3,000,000	1.300%, 11/17/14		3,056,739
	3,000,000	1.625%, 10/26/15		3,103,533
				13,272,755
	Total U.S. Government Agencies (Cost $38,227,688)			*39,050,619*
	*U.S. Treasury Obligations — 5.4%*
	*U.S. Treasury Notes — 5.4%*
	4,000,000	0.750%, 6/15/14		4,031,092
	1,500,000	2.125%, 12/31/15		1,578,399
	5,000,000	1.000%, 8/31/16		5,095,310
	Total U.S. Treasury Obligations (Cost $10,534,477)			*10,704,801*


*Shares*			*Value*

	*Cash Equivalents — 1.1%*
	2,150,783	Huntington U.S. Treasury Money Market Fund, Trust Shares 0.050% (c) (d)	$	2,150,783
	*Total Cash Equivalents (Cost $2,150,783)*			*2,150,783*
	Total Investments (Cost $193,646,127) — 99.5%			*197,914,174*
	*Other Assets in Excess of Liabilities — 0.5%*			*1,013,730*
	*Net Assets — 100.0%*		$	*198,927,904*

(a)

(b)

Variable or Floating Rate Security. Rate disclosed is as of December 31, 2012.

(c)

Investment in affiliate.

(d)

Rate disclosed is the seven day yield as of December 31, 2012.

GMTN — Global Medium Term Note

MTN — Medium Term Note

MTN—Medium Term Note

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

Annual Shareholder Report



*Huntington Balanced Allocation Fund*		December 31, 2012


*Portfolio of Investments Summary Table*		(unaudited)


*Asset Allocation*	Percentage of Market Value
Equity Mutual Funds¹		55.9%
Fixed Income Mutual Funds¹		33.5%
Exchange-Traded Funds¹		9.4%
Cash¹		1.2%
*Total*		*100.0%*

¹	Investments in affiliated funds.

Portfolio of Investments


*Shares*			*Value*

	*Mutual Funds — 89.4% (a)*
	109,187	Huntington Disciplined Equity Fund, Trust Shares	$	1,070,033
	60,054	Huntington Dividend Capture Fund, Trust Shares		569,908
	122,098	Huntington Fixed Income Securities Fund, Trust Shares		2,772,839
	38,152	Huntington Global Select Markets Fund, Trust Shares		394,114
	83,420	Huntington Growth Fund, Trust Shares		2,160,587
	88,916	Huntington Income Equity Fund, Trust Shares		1,986,378
	116,533	Huntington Intermediate Government Income Fund, Trust Shares		1,293,512
	180,525	Huntington International Equity Fund, Trust Shares		2,047,158
	70,836	Huntington Mid Corp America Fund, Trust Shares		970,450
	80,141	Huntington Mortgage Securities Fund, Trust Shares		739,706
	63,926	Huntington Short/Intermediate Fixed Income Securities Fund, Trust Shares		1,291,306
	41,610	Huntington Situs Fund, Trust Shares		975,336
	*Total Mutual Funds (Cost $14,818,695)*			*16,271,327*


*Shares*			*Value*

	*Exchange-Traded Funds — 9.4%*
	65,247	Huntington US Equity Rotation Strategy ETF (a)	$	1,709,472
	*Total Exchange-Traded Funds (Cost $1,722,191)*			*1,709,472*
	*Cash Equivalents — 1.3%*
	229,492	Huntington U.S. Treasury Money Market Fund, Trust Shares, 0.050% (a) (b)		229,492
	*Total Cash Equivalents (Cost $229,492)*			*229,492*
	Total Investments (Cost $16,770,378) — 100.1%			*18,210,291*
	*Liabilities in Excess of Other Assets — (0.1)%*			*(18,416)*
	*Net Assets — 100.0%*		$	*18,191,875*

(a)

Investment in affiliate.

(b)

Rate disclosed is the seven day yield as of December 31, 2012.

ETF — Exchange-Traded Fund

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

Annual Shareholder Report



*Huntington Conservative Allocation Fund*		December 31, 2012


*Portfolio of Investments Summary Table*		(unaudited)


*Asset Allocation*	Percentage of Market Value
Fixed Income Mutual Funds¹		74.5%
Equity Mutual Funds¹		21.6%
Exchange-Traded Funds¹		3.6%
Cash¹		0.3%
*Total*		*100.0%*

¹	Investments in affiliated funds.

Portfolio of Investments


*Shares*			*Value*

	*Mutual Funds — 97.5% (a)*
	11,214	Huntington Disciplined Equity Fund, Trust Shares	$	109,900
	6,169	Huntington Dividend Capture Fund, Trust Shares		58,540
	72,138	Huntington Fixed Income Securities Fund, Trust Shares		1,638,243
	3,919	Huntington Global Select Markets Fund, Trust Shares		40,486
	8,568	Huntington Growth Fund, Trust Shares		221,908
	9,133	Huntington Income Equity Fund, Trust Shares		204,022
	68,849	Huntington Intermediate Government Income Fund, Trust Shares		764,224
	18,548	Huntington International Equity Fund, Trust Shares		210,329
	7,276	Huntington Mid Corp America Fund, Trust Shares		99,676
	47,348	Huntington Mortgage Securities Fund, Trust Shares		437,018
	37,768	Huntington Short/Intermediate Fixed Income Securities Fund, Trust Shares		762,913
	4,274	Huntington Situs Fund, Trust Shares		100,194
	*Total Mutual Funds (Cost $4,335,549)*			*4,647,453*


*Shares*			*Value*

	*Exchange-Traded Funds — 3.7%*
	6,702	Huntington US Equity Rotation Strategy ETF (a)	$	175,592
	*Total Exchange-Traded Funds (Cost $173,915)*			*175,592*
	*Cash Equivalents — 0.3%*
	15,912	Huntington U.S. Treasury Money Market Fund, Trust Shares, 0.050% (a) (b)		15,912
	*Total Cash Equivalents (Cost $15,912)*			*15,912*
	Total Investments (Cost $4,525,376) — 101.5%			*4,838,957*
	*Liabilities in Excess of Other Assets — (1.5)%*			*(71,777)*
	*Net Assets — 100.0%*		$	*4,767,180*

(a)

Investment in affiliate.

(b)

Rate disclosed is the seven day yield as of December 31, 2012.

ETF — Exchange-Traded

Fund

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

Annual Shareholder Report



*Huntington Growth Allocation Fund*		December 31, 2012


*Portfolio of Investments Summary Table*		(unaudited)


*Asset Allocation*	Percentage of Market Value
Equity Mutual Funds¹		73.4%
Fixed Income Mutual Funds¹		13.3%
Exchange-Traded Funds¹		12.3%
Cash¹		1.0%
*Total*		*100.0%*

¹	Investments in affiliated funds.

Portfolio of Investments


*Shares*			*Value*

	*Mutual Funds — 86.6% (a)*
	103,853	Huntington Disciplined Equity Fund, Trust Shares	$	1,017,758
	57,116	Huntington Dividend Capture Fund, Trust Shares		542,030
	34,981	Huntington Fixed Income Securities Fund, Trust Shares		794,425
	36,284	Huntington Global Select Markets Fund, Trust Shares		374,815
	79,345	Huntington Growth Fund, Trust Shares		2,055,026
	84,570	Huntington Income Equity Fund, Trust Shares		1,889,296
	33,387	Huntington Intermediate Government Income Fund, Trust Shares		370,597
	171,671	Huntington International Equity Fund, Trust Shares		1,946,752
	67,374	Huntington Mid Corp America Fund, Trust Shares		923,021
	22,961	Huntington Mortgage Securities Fund, Trust Shares		211,931
	18,315	Huntington Short/Intermediate Fixed Income Securities Fund, Trust Shares		369,966
	39,572	Huntington Situs Fund, Trust Shares		927,573
	*Total Mutual Funds (Cost $9,959,019)*			*11,423,190*


*Shares*			*Value*

	*Exchange-Traded Funds — 12.3%*
	62,055	Huntington US Equity Rotation Strategy ETF (a)	$	1,625,841
	*Total Exchange-Traded Funds (Cost $1,624,551)*			*1,625,841*
	*Cash Equivalents — 1.0%*
	131,237	Huntington U.S. Treasury Money Market Fund, Trust Shares, 0.050% (a) (b)		131,237
	*Total Cash Equivalents (Cost $131,237)*			*131,237*
	Total Investments (Cost $11,714,807) — 99.9%			*13,180,268*
	*Other Assets in Excess of Liabilities — 0.1%*			*10,190*
	*Net Assets — 100.0%*		$	*13,190,458*

(a)

Investment in affiliate.

(b)

Rate disclosed is the seven day yield as of December 31, 2012.

ETF — Exchange-Traded

Fund

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

Annual Shareholder Report

Statements of Assets and Liabilities

December 31, 2012

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

74,379,803

346,332,439

131,738,287

845,845,096

Investments, at value

74,379,803

294,278,239

131,738,287

470,392,296

Investments in affiliated securities, at value

—

Investments in repurchase agreements, at cost

—

52,054,200

—

375,452,800

Total investments

74,379,803

346,332,439

131,738,287

845,845,096

Cash

—

Foreign currencies, at value (Cost $-, $-, $-, $-, $-, $-, $18, $-, $- and $980)

—

Income receivable

60,548

167,621

93,636

433,628

Receivable for investments sold

—

Receivable for shares sold

—

223,455

—

Receivable from advisor

15,218

52,603

23,393

82,075

Tax reclaims receivable

—

Prepaid expenses and other assets

9,040

19,895

13,706

16,395

Total assets

74,464,609

346,796,084

131,869,022

846,377,280

Liabilities:

Payable for return of collateral on loaned securities

—

Payable to custodian

—

Options written, at value (premium received $-, $-, $-, $-, $1,271,242, $40,579, $-, $-, $- and $-)

—

Income distribution payable

626

2,341

784

22,009

Payable for investments purchased

349,802

—

Payable for shares redeemed

—

Accrued expenses and other payables:

Investment advisor fees

—

Administration fees

11,782

57,537

21,610

92,282

Custodian fees

1,382

6,709

3,097

6,927

Financial administration fees

1,556

2,255

1,559

599

Distribution services fee

—

4,016

Shareholder services fee

—

Transfer agent fees

5,913

19,804

9,442

10,294

Professional fees

8,124

44,085

16,896

29,893

Printing and postage

2,038

45,207

5,557

10,715

Compliance service fees

762

4,060

1,579

2,978

Other

555

2,209

881

2,086

Total Liabilities

382,540

184,207

61,431

181,799

Net Assets

74,082,069

346,611,877

131,807,591

846,195,481

Net Assets consist of:

Paid in capital

74,212,917

346,788,947

132,102,119

846,196,468

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

—

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

(131,697

)

(177,140

)

(294,657

)

(882

)

Accumulated net investment income (loss)

849

129

(105

)

Net Assets

74,082,069

346,611,877

131,807,591

846,195,481

Net Assets:

Trust Shares

57,317,090

240,924,196

58,279,492

737,310,368

Class A Shares

16,764,979

105,687,681

73,528,099

108,885,113

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

Trust Shares

57,416,549

241,527,410

58,445,063

737,284,695

Class A Shares

16,797,171

105,708,583

73,650,033

108,914,208

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

Trust Shares

1.00

Class A 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

Huntington
Disciplined
Equity
Fund

Huntington
Dividend
Capture
Fund

Huntington
Global Select
Markets
Fund

Huntington
Growth
Fund

Huntington
Income Equity
Fund

Huntington
International
Equity
Fund

82,129,786

194,523,873

39,385,987

115,136,300

139,737,132

250,169,544

89,450,074

198,349,511

40,254,636

132,038,054

151,108,073

285,095,694

5,903,706

3,354,143

1,038,116

1,621,894

1,391,488

10,717,674

—

95,353,780

201,703,654

41,292,752

133,659,948

152,499,561

295,813,368

—

17,337

—

21,742

—

968

102,894

403,886

28,700

92,904

407,360

441,081

—

28,764,909

—

51,750

44,972

224,325

101,366

161,793

147,261

—

21,859

—

330,732

15,265

13,899

15,672

15,380

15,057

16,443

95,516,911

202,363,101

41,359,016

162,634,507

153,083,771

296,823,345

—

9,634,051

1,593,389

1,390,967

15,044,485

1,478,160

—

1,169,878

30,600

—

573,094

25,721,557

—

251,608

243,990

13,436

186,263

160,659

445,430

45,108

34,966

30,393

68,453

68,318

248,926

14,793

29,611

6,014

20,787

20,746

45,354

2,196

3,259

5,469

3,220

2,693

9,433

2,990

2,092

5,186

1,473

1,578

4,359

1,655

9,755

1,638

1,273

1,918

20,298

40,629

8,252

28,522

28,466

62,232

7,915

24,989

5,594

17,151

14,320

21,673

6,863

14,748

3,455

10,089

10,157

22,479

5,487

3,511

1,133

6,925

4,881

13,981

894

1,862

399

1,295

1,278

2,843

339

608

1,331

665

601

381

1,530,024

10,074,671

2,247,231

27,459,005

15,359,455

2,357,169

93,986,887

192,288,430

39,111,785

135,175,502

137,724,316

294,466,176

91,060,998

200,334,384

39,185,683

116,216,106

136,470,866

262,659,183

13,325,358

7,189,760

1,905,173

18,523,648

12,762,500

45,649,631

(10,399,935

)

(15,192,573

)

(1,871,907

)

435,748

(11,596,841

)

(13,795,898

)

466

(43,141

)

(107,164

)

—

87,791

(46,740

)

93,986,887

192,288,430

39,111,785

135,175,502

137,724,316

294,466,176

86,382,200

145,945,793

38,695,736

127,544,641

131,708,050

285,361,206

7,604,687

46,342,637

416,049

7,630,861

6,016,266

9,104,970

8,816,677

15,375,070

3,745,787

4,924,269

5,894,797

25,163,969

777,676

4,885,375

40,301

304,390

269,154

808,691

9.80

9.49

10.33

25.90

22.34

11.34

9.78

9.49

10.32

25.07

22.35

11.26

10.27

9.96

10.83

26.32

23.46

11.82

4.75

Annual Shareholder Report

Statements of Assets and Liabilities (Continued)

December 31, 2012

Huntington
Mid Corp
America
Fund

Huntington
Real
Strategies
Fund

Huntington
Rotating
Markets
Fund

Huntington
Situs
Fund

Assets:

Investments, at cost

96,418,285

118,966,016

42,492,290

163,408,250

Investments, at value

137,012,260

112,382,430

40,987,305

244,384,270

Investments in affiliated securities, at value

3,531,522

5,395,632

1,385,688

3,588,928

Investments in controlled affiliated securities, at value

—

1,143,804

—

Total investments

140,543,782

118,921,866

42,372,993

247,973,198

Cash

—

487

—

Foreign currencies, at value (Cost $-, $-, $-, $1, $-, $-, $-, $- and $-)

—

Income receivable

163,938

138,068

16,466

123,842

Receivable for investments sold

—

Receivable for shares sold

62,619

106,135

43,265

695,712

Tax reclaims receivable

—

25,797

Prepaid expenses and other assets

15,952

10,233

8,517

22,363

Total assets

140,786,291

119,176,302

42,441,728

248,840,918

Liabilities:

Payable for return of collateral on loaned securities

6,116,911

20,507,976

1,839,691

25,978,626

Options written, at value (premium received $-, $-, $-, $187,571, $-, $-, $-, $- and $-)

—

103,750

Income distribution payable

—

Payable for investments purchased

—

1,190

—

1,048,437

Payable for shares redeemed

106,407

80,201

3,276

181,515

Accrued expenses and other payables:

Investment advisor fees

87,454

61,267

16,827

138,447

Administration fees

21,245

14,884

6,131

33,633

Custodian fees

3,543

2,007

984

4,667

Financial administration fees

2,277

1,295

1,274

4,042

Distribution services fee

1,935

456

490

5,939

Shareholder services fee

29,151

20,423

8,413

46,149

Transfer agent fees

20,145

8,761

7,091

24,010

Professional fees

10,444

7,593

2,913

16,028

Printing and postage

8,829

3,897

1,606

11,309

Compliance service fees

1,361

962

372

2,021

Other

629

544

194

523

Total Liabilities

6,410,331

20,711,456

1,889,262

27,599,096

Net Assets

134,375,960

98,464,846

40,552,466

221,241,822

Net Assets consist of:

Paid in capital

88,817,734

116,995,801

40,737,136

136,563,845

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

44,125,497

(44,150

)

(119,297

)

84,649,778

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

1,217,332

(17,494,899

)

(76,219

)

(207,262

)

Accumulated net investment income (loss)

215,397

(991,906

)

10,846

235,461

Net Assets

134,375,960

98,464,846

40,552,466

221,241,822

Net Assets:

Trust Shares

125,258,304

96,292,013

38,262,618

192,756,951

Class A Shares

9,117,656

2,172,833

2,289,848

28,484,871

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

Trust Shares

9,143,725

12,972,713

3,662,737

8,222,435

Class A Shares

692,095

292,511

220,982

1,247,157

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

Trust Shares

13.70

7.42

10.45

23.44

Class A Shares

13.17

7.43

10.36

22.84

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

Class A Shares

13.83

7.80

10.88

23.98

Maximum Sales Charge:

Class A Shares

4.75

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

Annual Shareholder Report

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

288,341,530

113,099,665

72,748,897

51,864,087

193,646,127

303,602,831

118,527,443

75,195,632

54,074,216

195,763,391

5,299,225

2,607,089

3,940,040

—

2,150,783

—

308,902,056

121,134,532

79,135,672

54,074,216

197,914,174

—

119

—

3,593,705

607,743

263,018

377,662

1,320,090

—

808

528

—

127,295

43,567

40,756

54,583

—

21,536

12,833

11,197

9,372

16,440

312,644,592

121,799,483

79,451,290

54,461,310

199,305,287

—

705,024

—

308,485

104,265

—

74,888

166,547

—

261,785

—

67,135

42,434

34,276

21,571

6,536

132,600

52,697

34,010

23,040

84,438

48,319

19,202

12,393

8,395

30,769

7,163

3,399

3,055

1,437

5,382

5,580

7,062

6,692

11,089

5,263

2,015

1,132

1,011

721

2,443

66,300

26,348

17,004

11,520

42,219

17,210

9,143

7,511

6,212

9,451

22,902

8,481

7,784

5,700

14,227

16,095

4,682

2,692

1,688

6,826

2,995

1,193

829

519

1,983

1,430

781

110

337

1,299

698,229

280,819

832,391

428,902

377,383

311,946,363

121,518,664

78,618,899

54,032,408

198,927,904

290,453,994

113,187,711

72,034,266

51,473,327

194,608,100

20,560,526

8,034,867

6,386,775

2,210,129

4,268,047

951,811

107,049

203,065

348,952

51,757

(19,968

)

189,037

(5,207

)

—

311,946,363

121,518,664

78,618,899

54,032,408

198,927,904

302,441,645

116,280,333

73,818,158

50,551,771

187,744,422

9,504,718

5,238,331

4,800,741

3,480,637

11,183,482

13,315,431

10,475,309

7,997,155

2,304,084

9,294,855

418,497

472,007

516,894

158,749

553,587

22.71

11.10

9.23

21.94

20.20

22.71

11.10

9.29

21.93

20.20

23.59

11.53

9.65

22.78

20.51

3.75

1.50

Annual Shareholder Report

Statements of Assets and Liabilities (Continued)

December 31, 2012

Huntington
Balanced
Allocation
Fund

Huntington
Conservative
Allocation
Fund

Huntington
Growth
Allocation
Fund

Assets:

Investments, at cost

16,770,378

4,525,376

11,714,807

Investments in affiliated securities, at value

18,210,291

4,838,957

13,180,268

Total investments

18,210,291

4,838,957

13,180,268

Income receivable

8,609

5,154

2,454

Receivable for shares sold

30,350

38,131

21,643

Receivable from advisor

4,480

2,155

4,893

Prepaid expenses and other assets

4,792

4,265

4,569

Total assets

18,258,522

4,888,662

13,213,827

Liabilities:

Income distribution payable

4,388

1,133

4,025

Payable for shares redeemed

40,858

113,805

2,527

Accrued expenses and other payables:

Administration fees

2,772

742

2,000

Custodian fees

269

346

309

Financial administration fees

426

425

Distribution services fee

3,804

1,018

2,744

Transfer agent fees

10,167

3,255

8,277

Professional fees

1,324

533

976

Printing and postage

2,319

1,850

Compliance service fees

171

124

Other

149

112

Total Liabilities

66,647

121,482

23,369

Net Assets

18,191,875

4,767,180

13,190,458

Net Assets consist of:

Paid in capital

16,316,853

4,401,609

11,324,131

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

1,439,913

313,581

1,465,461

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

434,412

51,990

400,866

Accumulated net investment income (loss)

697

—

Net Assets

18,191,875

4,767,180

13,190,458

Net Assets:

Class A Shares

18,191,875

4,767,180

13,190,458

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

Class A Shares

1,655,601

522,827

1,213,651

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

Class A Shares

10.99

9.12

10.87

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

Class A Shares

11.54

9.57

11.41

Maximum Sales Charge:

Class A Shares

4.75

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

Annual Shareholder Report

100

[THIS PAGE INTENTIONALLY LEFT BLANK]

Statements of Operations

Year Ended December 31, 2012

Huntington
Tax Free
Money Market
Fund

Huntington
Money Market
Fund

Huntington
Ohio Municipal
Money Market
Fund

Huntington
U.S. Treasury
Money Market
Fund

Investment Income:

Dividend income

575

74,977

998

—

Dividend income from affiliated securities

—

Interest income

179,295

893,313

295,031

350,366

Income from securities lending, net(a)

—

Foreign dividend taxes withheld

—

Total investment income

179,870

968,290

296,029

350,366

Expenses:

Investment advisor fees

235,958

1,205,214

427,077

704,613

Administration fees

143,304

731,997

259,377

641,894

Custodian fees

21,381

108,304

38,460

92,440

Transfer and dividend disbursing agent fees and expenses

30,882

75,864

37,196

50,305

Trustees’ fees

6,421

32,778

11,751

28,194

Professional fees

22,332

116,979

39,745

81,023

Financial administration fees

4,055

5,254

4,032

1,516

Distribution services fee—Class A Shares

46,356

249,946

201,286

191,628

Shareholder services fee—Trust Shares

150,276

575,694

154,613

689,134

Shareholder services fee—Class A Shares

46,356

249,946

201,286

191,628

State registration costs

30,464

30,128

31,235

33,458

Offering costs

—

Printing and postage

4,610

77,014

9,004

19,885

Insurance premiums

4,417

13,101

6,268

12,319

Compliance service fees

3,009

15,208

5,592

11,408

Line of credit fees and interest expense

1,796

8,821

2,916

6,808

Other

24,534

40,605

28,064

65,572

Recoupment of prior expenses waived/reimbursed by investment advisor

—

Total expenses

776,151

3,536,853

1,457,902

2,821,825

Investment advisory fees waived

(235,958

)

(1,205,214

)

(427,077

)

(704,613

)

Distribution fees waived

(46,356

)

(249,946

)

(201,286

)

(185,920

)

Shareholder servicing fees waived

(196,632

)

(825,640

)

(355,899

)

(880,762

)

Reimbursement from advisor

(126,066

)

(328,192

)

(192,007

)

(728,994

)

Net expenses

171,139

927,861

281,633

321,536

Net investment income

8,731

40,429

14,396

28,830

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

Net realized gain (loss) on investment transactions

205

(163,708

)

(1,213

)

Net realized gain (loss) on option transactions

—

Net realized loss on foreign currency transactions

—

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

205

(163,708

)

(1,213

)

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

—

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

205

(163,708

)

(1,213

)

Change in net assets resulting from operations

8,936

(123,279

)

13,183

28,897

(a)

Income from securities lending is net of ($-, $-, $-, $-, $-, $9,042, $6,405, $5,651, $3,616 and $41,063) expenses paid to Huntington Bank.

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

Annual Shareholder Report

102

Huntington
Disciplined
Equity
Fund

Huntington
Dividend
Capture
Fund

Huntington
Global Select
Markets
Fund

Huntington
Growth
Fund

Huntington
Income Equity
Fund

Huntington
International
Equity
Fund

2,059,026

8,351,333

809,028

2,621,350

6,331,943

8,907,226

910

540

139

626

321

1,904

—

160,694

—

49,753

30,770

28,234

23,071

198,142

—

(114,536

)

(44,116

)

(15,319

)

(140,691

)

(972,394

)

2,059,936

8,287,090

956,515

2,634,891

6,214,644

8,134,878

543,668

1,300,716

415,446

813,677

763,380

2,807,135

165,093

315,985

75,694

247,085

231,812

511,456

25,955

46,695

56,167

36,696

34,230

116,172

34,219

101,093

29,564

67,294

54,471

77,796

6,467

14,384

4,470

11,172

10,520

23,357

25,319

51,514

12,098

37,789

36,762

80,061

7,709

5,867

19,428

4,234

4,375

21,029

18,260

94,088

1,051

19,986

14,667

21,826

208,269

339,484

102,810

319,047

303,409

679,958

18,260

94,088

1,051

19,986

14,667

21,826

19,346

27,903

26,544

27,453

27,016

27,872

33,450

—

12,080

26,418

2,683

12,611

12,595

22,283

4,786

6,274

3,571

5,709

5,357

9,404

3,554

6,703

1,608

5,224

4,855

11,231

1,551

3,078

812

3,485

2,459

5,402

5,948

12,457

8,439

9,933

9,194

23,007

—

29,744

—

1,133,934

2,446,747

791,180

1,641,381

1,529,769

4,459,815

(24,912

)

(254,226

)

—

1,109,022

2,192,521

791,180

1,641,381

1,529,769

4,459,815

950,914

6,094,569

165,335

993,510

4,684,875

3,675,063

944,784

8,102,441

(1,843,004

)

4,518,009

3,378,253

659,549

(10,286,095

)

149,295

236,247

89,622

208,107

—

(52,564

)

—

(23,075

)

(607,613

)

(9,341,311

)

8,251,736

(1,659,321

)

4,607,631

3,563,285

51,936

8,777,939

2,647,533

5,612,636

7,401,161

4,345,968

33,598,528

(563,372

)

10,899,269

3,953,315

12,008,792

7,909,253

33,650,464

387,542

16,993,838

4,118,650

13,002,302

12,594,128

37,325,527

Annual Shareholder Report

103

Statements of Operations (Continued)

Year Ended December 31, 2012

Huntington
Mid Corp
America
Fund

Huntington
Real
Strategies
Fund

Huntington
Rotating
Markets
Fund

Huntington
Situs
Fund

Investment Income:

Dividend income

2,276,446

1,961,972

733,473

3,367,496

Dividend income from affiliated securities

766

267,108

129

700

Interest income

—

Income from securities lending, net(a)

121,620

702,041

8,902

238,795

Foreign dividend taxes withheld

(7,703

)

(96,066

)

(1,445

)

(8,390

)

Total investment income

2,391,129

2,835,055

741,059

3,598,601

Expenses:

Investment advisor fees

1,057,513

727,180

200,488

1,539,700

Administration fees

256,903

176,655

73,057

374,041

Custodian fees

35,147

25,277

10,861

59,784

Transfer and dividend disbursing agent fees and expenses

69,824

39,092

32,843

94,288

Trustees’ fees

11,344

8,024

3,303

17,132

Professional fees

54,201

36,054

11,240

58,576

Financial administration fees

5,621

3,529

4,447

20,633

Distribution services fee—Class A Shares

21,149

5,000

6,125

62,812

Shareholder services fee—Trust Shares

331,355

237,394

94,119

450,422

Shareholder services fee—Class A Shares

21,149

5,000

6,125

62,812

State registration costs

46,006

28,354

25,924

28,521

Printing and postage

26,104

6,984

3,826

20,986

Insurance premiums

7,405

4,977

3,427

7,445

Compliance service fees

5,225

3,685

1,573

8,188

Line of credit fees and interest expense

3,531

1,973

799

4,291

Other

10,191

33,953

2,951

17,155

Total expenses

1,962,668

1,343,131

481,108

2,826,786

Net investment income

428,461

1,491,924

259,951

771,815

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

Net realized gain on investment transactions

16,918,500

1,531,796

8,738,493

5,445,342

Net realized gain on option transactions

—

337,144

—

1,057,428

Net realized loss on foreign currency transactions

—

(91

)

(10,254

)

Net realized gain on investments, options and foreign currency transactions

16,918,500

1,868,940

8,738,402

6,492,516

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

2,610,302

1,336,944

(6,562,094

)

37,169,548

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

19,528,802

3,205,884

2,176,308

43,662,064

Change in net assets resulting from operations

19,957,263

4,697,808

2,436,259

44,433,879

(a)

Income from securities lending is net of ($31,268, $149,933, $1,507, $49,349, $-, $-, $564, $- and $- ) expenses paid to Huntington Bank.

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

Annual Shareholder Report

104

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

498,705

—

321,749

—

853

462

503

—

344

10,389,698

4,073,942

2,824,849

1,737,245

5,053,632

—

2,946

—

(84

)

—

10,889,256

4,074,404

3,149,963

1,737,282

5,053,976

1,556,445

690,956

523,367

279,080

1,109,394

567,164

251,782

190,713

101,696

404,260

84,627

38,138

29,572

15,327

59,990

63,955

42,612

38,112

31,085

45,574

25,781

11,474

8,720

4,622

18,373

88,788

37,013

29,094

15,892

57,744

16,422

21,031

26,910

33,210

15,824

21,397

13,009

11,529

8,010

27,761

756,826

332,469

250,154

131,530

526,936

21,397

13,009

11,529

8,010

27,761

29,833

32,686

29,840

28,015

29,539

26,399

9,037

6,105

3,743

12,149

10,372

6,089

5,183

3,841

8,871

11,846

4,977

3,719

2,160

8,036

6,070

2,821

2,211

1,111

4,649

18,240

8,719

9,038

3,764

13,606

3,305,562

1,515,822

1,175,796

671,096

2,370,467

7,583,694

2,558,582

1,974,167

1,066,186

2,683,509

3,821,523

538,950

2,666,188

1,310,617

1,265,862

—

(51

)

—

3,821,523

538,950

2,666,137

1,310,617

1,265,862

777,910

(645,661

)

(1,286,525

)

(236,909

)

(40,547

)

4,599,433

(106,711

)

1,379,612

1,073,708

1,225,315

12,183,127

2,451,871

3,353,779

2,139,894

3,908,824

Annual Shareholder Report

105

Statements of Operations (Continued)

Year Ended December 31, 2012

Huntington
Balanced
Allocation
Fund

Huntington
Conservative
Allocation
Fund

Huntington
Growth
Allocation
Fund

Investment Income:

Dividend income from affiliated securities

339,254

144,937

220,120

Total investment income

339,254

144,937

220,120

Expenses:

Investment advisor fees

20,425

7,614

14,901

Administration fees

37,214

13,872

27,150

Custodian fees

2,269

1,054

1,738

Transfer and dividend disbursing agent fees and expenses

40,838

16,464

33,483

Trustees’ fees

1,683

622

1,219

Professional fees

5,458

1,964

3,926

Financial administration fees

1,136

Distribution services fee-Class A Shares

51,062

19,034

37,253

State registration costs

6,955

7,173

7,304

Printing and postage

8,683

2,756

7,776

Insurance premiums

3,121

2,806

2,955

Compliance service fees

659

227

453

Line of credit fees and interest expense

500

253

381

Other

1,452

1,002

1,425

Total expenses

181,455

75,977

141,100

Investment advisory fees waived

(20,425

)

(7,614

)

(14,901

)

Reimbursement from advisor

(21,625

)

(7,573

)

(31,965

)

Net expenses

139,405

60,790

94,234

Net investment income

199,849

84,147

125,886

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

Net realized gain on investment transactions of affiliates

1,945,715

847,999

1,993,339

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

(96,551

)

(405,122

)

59,471

Net realized and unrealized gain on investments, options and foreign currency transactions

1,849,164

442,877

2,052,810

Change in net assets resulting from operations

2,049,013

527,024

2,178,696

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

Annual Shareholder Report

106

[THIS PAGE INTENTIONALLY LEFT BLANK]

Statements of Changes in Net Assets


	Huntington Tax Free Money Market Fund						Huntington Money Market Fund
	Year Ended December 31, 2012			Year Ended December 31, 2011			Year Ended December 31, 2012			Year Ended December 31, 2011
*Increase (Decrease) in Net Assets:*
*Operations—*
Net investment income	$	8,731		$	8,164		$	40,429		$	42,252
Net realized gain (loss) on investments, options and foreign currency transactions		205			(2,595	)		(163,708	)		1,625
Net change in unrealized appreciation/depreciation of investments and foreign currency transactions		—			—			—			—
Net increase (decrease) in net assets resulting from operations		8,936			5,569			(123,279	)		43,877
*Distributions to Shareholders—*
From and/or excess of net investment income:
Trust Shares		(6,023	)		(6,724	)		(23,192	)		(21,900	)
Class A Shares		(1,859	)		(1,440	)		(10,010	)		(12,137	)
Interfund Shares		—			—			(7,157	)		(8,215	)
From net realized gain on investments:
Trust Shares		—			—			—			—
Class A Shares		—			—			—			—
Change in net assets resulting from distributions to shareholders		(7,882	)		(8,164	)		(40,359	)		(42,252	)
Change in net assets resulting from capital transactions		(17,947,325	)		9,573,351			(87,148,541	)		38,243,528
Change in net assets		(17,946,271	)		9,570,756			(87,312,179	)		38,245,153
*Net Assets*
Beginning of period		92,028,340			82,457,584			433,924,056			395,678,903
End of period	$	74,082,069		$	92,028,340		$	346,611,877		$	433,924,056

Accumulated net investment income (loss) included in net assets at end of period	$	849		$	—		$	70		$	—
*Capital Transactions:*
Trust Shares
Shares Sold	$	56,902,494		$	67,664,242		$	716,193,750		$	773,485,556
Shares issued in connection with the tax-free transfer of assets from Common Trust Fund		—			—			—			—
Dividends reinvested		—			—			503			354
Shares redeemed		(72,732,681	)		(61,434,072	)		(737,240,395	)		(726,400,546	)
Total Trust Shares		(15,830,187	)		6,230,170			(21,046,142	)		47,085,364
Class A Shares
Shares Sold		56,740,268			58,167,655			287,718,828			261,065,458
Shares issued in connection with the tax-free transfer of assets from Common Trust Fund		—			—			—			—
Dividends reinvested		347			342			7,974			9,269
Shares redeemed		(58,857,753	)		(54,824,816	)		(279,941,190	)		(298,113,211	)
Total Class A Shares		(2,117,138	)		3,343,181			7,785,612			(37,038,484	)
Interfund Shares
Shares Sold		—			—			403,044,413			417,315,494
Shares redeemed		—			—			(476,932,424	)		(389,118,846	)
Total Interfund Shares		—			—			(73,888,011	)		28,196,648
Net change resulting from capital transactions	$	(17,947,325	)	$	9,573,351		$	(87,148,541	)	$	38,243,528
*Share Transactions:*
Trust Shares
Shares Sold		56,902,494			67,664,242			716,193,750			773,485,556
Shares issued in connection with the tax-free transfer of assets from Common Trust Fund		—			—			—			—
Dividends reinvested		—			—			503			354
Shares redeemed		(72,732,681	)		(61,434,072	)		(737,206,459	)		(726,400,546	)
Total Trust Shares		(15,830,187	)		6,230,170			(21,012,206	)		47,085,364
Class A Shares
Shares Sold		56,740,268			58,167,655			287,718,828			261,065,458
Shares issued in connection with the tax-free transfer of assets from Common Trust Fund		—			—			—			—
Dividends reinvested		347			342			7,974			9,269
Shares redeemed		(58,857,753	)		(54,824,816	)		(279,926,202	)		(298,113,211	)
Total Class A Shares		(2,117,138	)		3,343,181			7,800,600			(37,038,484	)
Interfund Shares
Shares Sold		—			—			402,995,491			417,315,494
Shares redeemed		—			—			(476,932,423	)		(389,118,846	)
Total Interfund Shares		—			—			(73,936,932	)		28,196,648
Net change resulting from share transactions		(17,947,325	)		9,573,351			(87,148,538	)		38,243,528

(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

108


Huntington Ohio Municipal Money Market Fund						Huntington U.S. Treasury Money Market Fund						Huntington Disciplined Equity Fund
Year Ended December 31, 2012			Year Ended December 31, 2011			Year Ended December 31, 2012			Year Ended December 31, 2011			Year Ended December 31, 2012			Year Ended December 31, 2011 (a)


$	14,396		$	16,680		$	28,830		$	29,996		$	950,914		$	247,125
	(1,213	)		(40,071	)		67			6,373			(9,341,311	)		(1,058,624	)
	—			—			—			—			8,777,939			(26,485	)
	13,183			(23,391	)		28,897			36,369			387,542			(837,984	)


	(6,202	)		(5,621	)		(28,863	)		(23,538	)		(892,663	)		(266,766	)
	(8,065	)		(11,059	)		—			(6,145	)		(57,785	)		(21,232	)
	—			—			—			—			—			—

	—			—			—			(8,142	)		—			—
	—			—			—			(3,375	)		—			—
	(14,267	)		(16,680	)		(28,863	)		(41,200	)		(950,448	)		(287,998	)
	(13,261,003	)		(53,022,242	)		511,287,647			(52,802,464	)		23,594,794			72,080,981
	(13,262,087	)		(53,062,313	)		511,287,681			(52,807,295	)		23,031,888			70,954,999

	145,069,678			198,131,991			334,907,800			387,715,095			70,954,999			—
$	131,807,591		$	145,069,678		$	846,195,481		$	334,907,800		$	93,986,887		$	70,954,999

$	129		$	—		$	(105	)	$	(72	)	$	466		$	—


$	123,063,456		$	126,996,635		$	1,109,564,739		$	648,652,822		$	41,393,993		$	21,204,767
	—			—			—			—			—			48,595,623
	15			13			—			8,142			218,645			24,187
	(125,995,370	)		(146,794,278	)		(623,958,239	)		(709,824,569	)		(20,003,257	)		(3,438,144	)
	(2,931,899	)		(19,797,630	)		485,606,500			(61,163,605	)		21,609,381			66,386,433

	130,273,917			548,673,359			265,702,247			197,411,425			3,540,272			5,789,312
	—			—			—			—			—			10
	4,139			6,629			—			4,581			48,941			17,894
	(140,607,160	)		(581,904,600	)		(240,021,100	)		(189,054,865	)		(1,603,800	)		(112,668	)
	(10,329,104	)		(33,224,612	)		25,681,147			8,361,141			1,985,413			5,694,548

	—			—			—			—			—			—
	—			—			—			—			—			—
	—			—			—			—			—			—
$	(13,261,003	)	$	(53,022,242	)	$	511,287,647		$	(52,802,464	)	$	23,594,794		$	72,080,981


	123,063,456			126,996,635			1,109,564,739			648,652,822			4,144,406			2,143,223
	—			—			—			—			—			4,859,562
	15			13			—			8,142			22,494			2,460
	(125,995,370	)		(146,794,278	)		(623,958,239	)		(709,824,569	)		(2,007,308	)		(348,160	)
	(2,931,899	)		(19,797,630	)		485,606,500			(61,163,605	)		2,159,592			6,657,085

	130,273,917			548,673,359			265,702,247			197,411,425			355,559			587,829
	—			—			—			—			—			1
	4,139			6,629			—			4,581			5,040			1,822
	(140,607,160	)		(581,904,600	)		(240,021,699	)		(189,054,265	)		(161,132	)		(11,443	)
	(10,329,104	)		(33,224,612	)		25,680,548			8,361,741			199,467			578,209

	—			—			—			—			—			—
	—			—			—			—			—			—
	—			—			—			—			—			—
	(13,261,003	)		(53,022,242	)		511,287,048			(52,801,864	)		2,359,059			7,235,294

Annual Shareholder Report

109

Statements of Changes in Net Assets (Continued)

Huntington Dividend
Capture Fund

Huntington Global Select
Markets Fund

Year Ended
December 31,
2012

Year Ended
December 31,
2011

Year Ended
December 31,
2012

Year Ended
December 31,
2011

Increase (Decrease) in Net Assets:

Operations—

Net investment income

6,094,569

4,501,614

165,335

315,881

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

8,251,736

7,699,867

(1,659,321

)

497,541

Net change in unrealized appreciation/depreciation of investments and foreign currency transactions

2,647,533

(4,530,906

)

5,612,636

(8,647,406

)

Net increase (decrease) in net assets resulting from operations

16,993,838

7,670,575

4,118,650

(7,833,984

)

Distributions to Shareholders—

From and/or excess of net investment income:

Trust Shares

(5,565,125

)

(3,761,305

)

(159,357

)

(187,151

)

Class A Shares

(1,525,931

)

(724,300

)

(642

)

(276

)

From net realized gain on investments:

Trust Shares

—

(593,451

)

Class A Shares

—

(8,008

)

From return of capital:

Trust Shares

—

Class A Shares

—

Change in net assets resulting from distributions to shareholders

(7,091,056

)

(4,485,605

)

(159,999

)

(788,886

)

Change in net assets resulting from capital transactions

37,745,146

23,049,868

(4,258,786

)

6,059,221

Change in net assets

47,647,928

26,234,838

(300,135

)

(2,563,649

)

Net Assets

Beginning of period

144,640,502

118,405,664

39,411,920

41,975,569

End of period

192,288,430

144,640,502

39,111,785

39,411,920

Accumulated net investment income (loss) included in net assets at end of period

(43,141

)

37,108

(107,164

)

(16,915

)

Capital Transactions:

Trust Shares

Shares Sold

40,172,943

32,050,584

10,312,738

12,307,401

Dividends reinvested

3,233,036

2,070,087

84,555

411,825

Shares redeemed

(23,219,956

)

(19,607,001

)

(14,476,689

)

(6,510,892

)

Total Trust Shares

20,186,023

14,513,670

(4,079,396

)

6,208,334

Class A Shares

Shares Sold

22,580,560

11,825,724

67,677

340,116

Dividends reinvested

1,291,922

635,178

580

7,714

Shares redeemed

(6,313,359

)

(3,924,704

)

(247,647

)

(496,943

)

Total Class A Shares

17,559,123

8,536,198

(179,390

)

(149,113

)

Net change resulting from capital transactions

37,745,146

23,049,868

(4,258,786

)

6,059,221

Share Transactions:

Trust Shares

Shares Sold

4,271,135

3,598,324

1,026,696

1,145,551

Dividends reinvested

343,572

233,205

8,241

44,429

Shares redeemed

(2,461,311

)

(2,182,272

)

(1,440,815

)

(626,131

)

Total Trust Shares

2,153,396

1,649,257

(405,878

)

563,849

Class A Shares

Shares Sold

2,403,076

1,337,708

6,708

30,193

Dividends reinvested

137,278

71,696

838

Shares redeemed

(669,608

)

(440,854

)

(24,303

)

(48,403

)

Total Class A Shares

1,870,746

968,550

(17,538

)

(17,372

)

Net change resulting from share transactions

4,024,142

2,617,807

(423,416

)

546,477

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

Annual Shareholder Report

110

Huntington Growth Fund

Huntington Income Equity Fund

Huntington International
Equity Fund

Year Ended
December 31,
2012

Year Ended
December 31,
2011

Year Ended
December 31,
2012

Year Ended
December 31,
2011

Year Ended
December 31,
2012

Year Ended
December 31,
2011

993,510

254,102

4,684,875

3,740,028

3,675,063

3,803,378

4,607,631

2,647,005

3,563,285

3,950,748

51,936

9,790,649

7,401,161

(6,371,707

)

4,345,968

(193,285

)

33,598,528

(49,158,771

)

13,002,302

(3,470,600

)

12,594,128

7,497,491

37,325,527

(35,564,744

)

(1,018,815

)

—

(4,338,945

)

(3,684,539

)

(4,653,459

)

(3,152,983

)

(45,103

)

—

(194,157

)

(181,417

)

(125,919

)

(75,222

)

(5,675,876

)

(445,352

)

—

(359,556

)

(29,303

)

—

(94,060

)

—

(2,989

)

—

(7,099,350

)

(474,655

)

(4,533,102

)

(3,865,956

)

(4,876,427

)

(3,228,205

)

1,601,548

(724,066

)

10,150,918

8,869,137

(2,006,776

)

(4,611,886

)

7,504,500

(4,669,321

)

18,211,944

12,500,672

30,442,324

(43,404,835

)

127,671,002

132,340,323

119,512,372

107,011,700

264,023,852

307,428,687

135,175,502

127,671,002

137,724,316

119,512,372

294,466,176

264,023,852

—

274,078

87,791

—

(46,740

)

1,808,148

24,365,943

19,681,244

29,782,777

21,812,192

52,256,824

45,417,973

4,073,038

267,140

2,304,326

1,916,821

1,568,036

1,022,412

(26,472,457

)

(20,052,189

)

(22,127,076

)

(14,202,169

)

(55,721,464

)

(49,868,098

)

1,966,524

(103,805

)

9,960,027

9,526,844

(1,896,604

)

(3,427,713

)

841,494

764,285

835,914

489,422

1,968,828

1,180,536

377,113

26,996

181,480

172,508

106,396

64,241

(1,583,583

)

(1,411,542

)

(826,503

)

(1,319,637

)

(2,185,396

)

(2,428,950

)

(364,976

)

(620,261

)

190,891

(657,707

)

(110,172

)

(1,184,173

)

1,601,548

(724,066

)

10,150,918

8,869,137

(2,006,776

)

(4,611,886

)

902,650

770,849

1,339,802

1,048,330

4,794,798

4,037,721

156,456

11,053

104,419

92,008

139,629

102,037

(977,812

)

(787,063

)

(994,295

)

(680,027

)

(5,136,796

)

(4,505,642

)

81,294

(5,161

)

449,926

460,311

(202,369

)

(365,884

)

31,701

30,660

37,777

23,485

185,750

103,553

14,993

1,152

8,219

8,264

9,542

6,456

(60,738

)

(56,960

)

(37,614

)

(63,577

)

(204,547

)

(220,778

)

(14,044

)

(25,148

)

8,382

(31,828

)

(9,255

)

(110,769

)

67,250

(30,309

)

458,308

428,483

(211,624

)

(476,653

)

Annual Shareholder Report

111

Statements of Changes in Net Assets (Continued)

Huntington Mid Corp
America Fund

Huntington Real
Strategies Fund

Year Ended
December 31,
2012

Year Ended
December 31,
2011

Year Ended
December 31,
2012

Year Ended
December 31,
2011

Increase (Decrease) in Net Assets:

Operations—

Net investment income (loss)

428,461

23,935

1,491,924

654,257

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

16,918,500

18,097,557

1,868,940

(709,068

)

Net change in unrealized appreciation/depreciation of investments and foreign currency transactions

2,610,302

(21,804,829

)

1,336,944

(10,531,268

)

Net increase (decrease) in net assets resulting from operations

19,957,263

(3,683,337

)

4,697,808

(10,586,079

)

Distributions to Shareholders—

From and/or excess of net investment income:

Trust Shares

(149,997

)

(97,655

)

(1,285,857

)

(899,313

)

Class A Shares

—

(24,146

)

(13,736

)

From net realized gain on investments:

Trust Shares

(17,640,298

)

(12,319,260

)

—

Class A Shares

(1,242,961

)

(639,236

)

—

Change in net assets resulting from distributions to shareholders

(19,033,256

)

(13,056,151

)

(1,310,003

)

(913,049

)

Change in net assets resulting from capital transactions

4,718,571

(3,322,751

)

597,559

13,113,232

Change in net assets

5,642,578

(20,062,239

)

3,985,364

1,614,104

Net Assets

Beginning of period

128,733,382

148,795,621

94,479,482

92,865,378

End of period

134,375,960

128,733,382

98,464,846

94,479,482

Accumulated net investment income (loss) included in net assets at end of period

215,397

5,876

(991,906

)

(915,791

)

Capital Transactions:

Trust Shares

Shares Sold

13,827,713

18,588,560

20,221,413

37,420,468

Shares issued in connection with merger

13,560,775

—

Dividends reinvested

6,759,528

4,371,336

408,815

258,126

Shares redeemed

(31,979,155

)

(26,171,585

)

(20,138,159

)

(24,780,098

)

Total Trust Shares

2,168,861

(3,211,689

)

492,069

12,898,496

Class A Shares

Shares Sold

603,617

664,160

600,612

705,556

Shares issued in connection with merger

2,975,148

—

Dividends reinvested

1,210,525

616,095

20,226

12,963

Shares redeemed

(2,239,580

)

(1,391,317

)

(515,348

)

(503,783

)

Total Class A Shares

2,549,710

(111,062

)

105,490

214,736

Net change resulting from capital transactions

4,718,571

(3,322,751

)

597,559

13,113,232

Share Transactions:

Trust Shares

Shares Sold

798,431

1,166,714

2,703,233

4,740,773

Shares issued in connection with merger

964,397

—

Dividends reinvested

500,075

328,570

56,002

36,254

Shares redeemed

(1,992,180

)

(1,661,809

)

(2,713,598

)

(3,210,607

)

Total Trust Shares

270,723

(166,525

)

45,637

1,566,420

Class A Shares

Shares Sold

32,860

43,592

80,216

85,751

Shares issued in connection with merger

218,019

—

Dividends reinvested

93,189

47,722

2,771

1,818

Shares redeemed

(146,351

)

(89,497

)

(70,324

)

(64,265

)

Total Class A Shares

197,717

1,817

12,663

23,304

Net change resulting from share transactions

468,440

(164,708

)

58,300

1,589,724

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

Annual Shareholder Report

112


Huntington Rotating Markets Fund						*Huntington Situs Fund*						Huntington Fixed Income Securities Fund
Year Ended December 31, 2012			Year Ended December 31, 2011			Year Ended December 31, 2012			Year Ended December 31, 2011			Year Ended December 31, 2012			Year Ended December 31, 2011


$	259,951		$	539,094		$	771,815		$	(581,219	)	$	7,583,694		$	7,762,353

	8,738,402			629,341			6,492,516			8,676,937			3,821,523			4,032,626

	(6,562,094	)		1,308,609			37,169,548			(14,992,446	)		777,910			5,839,115
	2,436,259			2,477,044			44,433,879			(6,896,728	)		12,183,127			17,634,094


	(758,865	)		(100,111	)		(325,001	)		—			(7,395,799	)		(7,570,193	)
	(39,134	)		(954	)		—			—			(187,895	)		(192,160	)

	(4,850,052	)		—			(5,957,785	)		—			(2,812,485	)		(4,143,613	)
	(309,983	)		—			(901,370	)		—			(87,923	)		(118,667	)

	(5,958,034	)		(101,065	)		(7,184,156	)		—			(10,484,102	)		(12,024,633	)

	6,656,674			(4,287,636	)		(4,551,643	)		(11,860,698	)		10,923,774			1,347,901
	3,134,899			(1,911,657	)		32,698,080			(18,757,426	)		12,622,799			6,957,362

	37,417,567			39,329,224			188,543,742			207,301,168			299,323,564			292,366,202
$	40,552,466		$	37,417,567		$	221,241,822		$	188,543,742		$	311,946,363		$	299,323,564


$	10,846		$	539,093		$	235,461		$	(155,891	)	$	(19,968	)	$	(16,774	)


$	6,366,986		$	3,900,442		$	35,261,454		$	34,971,497		$	89,501,492		$	68,344,071
	—			—			—			—			—			—
	3,965,424			67,159			2,781,390			—			4,976,640			5,506,054
	(3,795,494	)		(7,875,296	)		(44,258,695	)		(46,157,899	)		(84,907,102	)		(72,071,979	)
	6,536,916			(3,907,695	)		(6,215,851	)		(11,186,402	)		9,571,030			1,778,146

	404,293			257,504			11,402,172			5,596,096			3,201,216			1,931,458
	—			—			—			—			—			—
	345,792			928			718,866			—			236,380			251,171
	(630,327	)		(638,373	)		(10,456,830	)		(6,270,392	)		(2,084,852	)		(2,612,874	)
	119,758			(379,941	)		1,664,208			(674,296	)		1,352,744			(430,245	)
$	6,656,674		$	(4,287,636	)	$	(4,551,643	)	$	(11,860,698	)	$	10,923,774		$	1,347,901


	565,034			353,974			1,603,245			1,699,623			3,926,861			3,043,221
	—			—			—			—			—			—
	374,798			5,790			121,716			—			218,067			244,585
	(316,263	)		(704,813	)		(2,010,143	)		(2,260,429	)		(3,719,536	)		(3,212,395	)
	623,569			(345,049	)		(285,182	)		(560,806	)		425,392			75,411

	33,519			22,904			525,642			281,070			139,993			85,665
	—			—			—			—			—			—
	32,970			81			32,367			—			10,361			11,160
	(52,598	)		(57,171	)		(486,707	)		(318,174	)		(91,472	)		(116,908	)
	13,891			(34,186	)		71,302			(37,104	)		58,882			(20,083	)
	637,460			(379,235	)		(213,880	)		(597,910	)		484,274			55,328

Annual Shareholder Report

113

Statements of Changes in Net Assets (Continued)


	Huntington Intermediate Government Income Fund
	Year Ended December 31, 2012			Year Ended December 31, 2011
*Increase (Decrease) in Net Assets:*
*Operations—*
Net investment income	$	2,558,582		$	3,112,888
Net realized gain on investments, options and foreign currency transactions		538,950			385,408
Net change in unrealized appreciation of investments and foreign currency transactions		(645,661	)		3,095,131
Net increase in net assets resulting from operations		2,451,871			6,593,427
*Distributions to Shareholders—*
From and/or excess of net investment income:
Trust Shares		(2,679,518	)		(3,130,811	)
Class A Shares		(91,998	)		(100,933	)
From net realized gain on investments:
Trust Shares		(119,827	)		(243,420	)
Class A Shares		(5,540	)		(8,818	)
Change in net assets resulting from distributions to shareholders		(2,896,883	)		(3,483,982	)
Change in net assets resulting from capital transactions		(17,016,952	)		15,726,741
Change in net assets		(17,461,964	)		18,836,186
*Net Assets*
Beginning of period		138,980,628			120,144,442
End of period	$	121,518,664		$	138,980,628

Accumulated net investment income (loss) included in net assets at end of period	$	189,037		$	55,015
*Capital Transactions:*
Trust Shares
Shares Sold	$	23,029,934		$	31,715,627
Dividends reinvested		1,394,820			1,774,826
Shares redeemed		(41,870,812	)		(17,822,795	)
Total Trust Shares		(17,446,058	)		15,667,658
Class A Shares
Shares Sold		1,630,219			1,381,276
Dividends reinvested		81,811			92,463
Shares redeemed		(1,282,924	)		(1,414,656	)
Total Class A Shares		429,106			59,083
Net change resulting from capital transactions	$	(17,016,952	)	$	15,726,741
*Share Transactions:*
Trust Shares
Shares Sold		2,068,338			2,898,201
Dividends reinvested		125,215			161,097
Shares redeemed		(3,754,805	)		(1,617,949	)
Total Trust Shares		(1,561,252	)		1,441,349
Class A Shares
Shares Sold		146,311			125,356
Dividends reinvested		7,344			8,399
Shares redeemed		(115,206	)		(129,148	)
Total Class A Shares		38,449			4,607
Net change resulting from share transactions		(1,522,803	)		1,445,956

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

Annual Shareholder Report

114

Huntington Mortgage
Securities Fund

Huntington Ohio Tax-Free Fund

Huntington Short/Intermediate
Fixed Income Securities Fund

Year Ended
December 31,
2012

Year Ended
December 31,
2011

Year Ended
December 31,
2012

Year Ended
December 31,
2011

Year Ended
December 31,
2012

Year Ended
December 31,
2011

1,974,167

2,669,878

1,066,186

1,073,310

2,683,509

3,081,317

2,666,137

93,954

1,310,617

362,402

1,265,862

827,430

(1,286,525

)

2,273,738

(236,909

)

2,185,575

(40,547

)

599,081

3,353,779

5,037,570

2,139,894

3,621,287

3,908,824

4,507,828

(2,535,226

)

(3,164,131

)

(1,012,511

)

(1,018,866

)

(2,576,124

)

(2,985,572

)

(106,188

)

(119,222

)

(53,675

)

(54,444

)

(107,385

)

(95,745

)

(491,462

)

—

(978,245

)

(343,755

)

—

(31,853

)

—

(63,005

)

(21,841

)

—

(3,164,729

)

(3,283,353

)

(2,107,436

)

(1,438,906

)

(2,683,509

)

(3,081,317

)

(30,102,651

)

6,036,305

230,660

(346,421

)

(27,238,642

)

19,396,728

(29,913,601

)

7,790,522

263,118

1,835,960

(26,013,327

)

20,823,239

108,532,500

100,741,978

53,769,290

51,933,330

224,941,231

204,117,992

78,618,899

108,532,500

54,032,408

53,769,290

198,927,904

224,941,231

(5,207

)

(11,193

)

—

(187

)

—

22,299,497

18,868,700

15,045,712

10,430,577

68,828,660

66,951,627

1,094,220

1,349,960

165,244

136,228

662,525

878,814

(53,882,025

)

(14,633,514

)

(15,321,574

)

(10,741,564

)

(98,661,516

)

(49,955,588

)

(30,488,308

)

5,585,146

(110,618

)

(174,759

)

(29,170,331

)

17,874,853

1,439,782

1,083,210

831,863

782,345

4,842,752

2,850,984

125,643

101,070

93,631

64,269

105,494

93,552

(1,179,768

)

(733,121

)

(584,216

)

(1,018,276

)

(3,016,557

)

(1,422,661

)

385,657

451,159

341,278

(171,662

)

1,931,689

1,521,875

(30,102,651

)

6,036,305

230,660

(346,421

)

(27,238,642

)

19,396,728

2,389,996

2,118,175

680,696

485,519

3,405,258

3,344,127

117,258

146,729

7,478

6,330

32,779

43,770

(5,751,919

)

(1,658,877

)

(691,230

)

(503,886

)

(4,879,412

)

(2,487,971

)

(3,244,665

)

606,027

(3,056

)

(12,037

)

(1,441,375

)

899,926

153,113

117,347

37,704

36,252

239,572

141,855

13,420

10,918

4,241

2,983

5,217

4,660

(125,517

)

(79,294

)

(26,431

)

(47,983

)

(149,321

)

(70,786

)

41,016

48,971

15,514

(8,748

)

95,468

75,729

(3,203,649

)

654,998

12,458

(20,785

)

(1,345,907

)

975,655

Annual Shareholder Report

115

Statements of Changes in Net Assets (Continued)


	Huntington Balanced Allocation Fund
	Year Ended December 31, 2012			Year Ended December 31, 2011
*Increase (Decrease) in Net Assets:*
*Operations—*
Net investment income	$	199,849		$	245,948
Net realized gain on investments, options and foreign currency transactions		1,945,715			374,595
Net change in unrealized appreciation/depreciation of investments and foreign currency transactions		(96,551	)		(762,769	)
Net increase (decrease) in net assets resulting from operations		2,049,013			(142,226	)
*Distributions to Shareholders—*
From and/or excess of net investment income:
Class A Shares		(195,879	)		(248,774	)
From net realized gain on investments:
Class A Shares		(1,634,017	)		(269,854	)
Change in net assets resulting from distributions to shareholders		(1,829,896	)		(518,628	)
Change in net assets resulting from capital transactions		(9,669,159	)		3,646,786
Change in net assets		(9,450,042	)		2,985,932
*Net Assets*
Beginning of period		27,641,917			24,655,985
End of period	$	18,191,875		$	27,641,917

Accumulated net investment income (loss) included in net assets at end of period	$	697		$	(2,275	)
*Capital Transactions:*
Shares
Shares Sold	$	4,756,802		$	7,107,781
Dividends reinvested		1,725,282			506,384
Shares redeemed		(16,151,243	)		(3,967,379	)
Total Shares		(9,669,159	)		3,646,786
Net change resulting from capital transactions	$	(9,669,159	)	$	3,646,786
*Share Transactions:*
Shares
Shares Sold		401,594			605,947
Dividends reinvested		156,281			44,859
Shares redeemed		(1,341,396	)		(343,104	)
Total Shares		(783,521	)		307,702
Net change resulting from share transactions		(783,521	)		307,702

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

Annual Shareholder Report

116

Huntington Conservative
Allocation Fund

Huntington Growth
Allocation Fund

Year Ended
December 31,
2012

Year Ended
December 31,
2011

Year Ended
December 31,
2012

Year Ended
December 31,
2011

84,147

219,151

125,886

133,794

847,999

162,459

1,993,339

353,889

(405,122

)

(14,265

)

59,471

(1,007,581

)

527,024

367,345

2,178,696

(519,898

)

(84,937

)

(219,159

)

(127,525

)

(132,455

)

(858,976

)

(116,841

)

(1,685,603

)

(272,255

)

(943,913

)

(336,000

)

(1,813,128

)

(404,710

)

(10,360,220

)

673,063

(8,793,409

)

3,410,873

(10,777,109

)

704,408

(8,427,841

)

2,486,265

15,544,289

14,839,881

21,618,299

19,132,034

4,767,180

15,544,289

13,190,458

21,618,299

—

664

—

1,537

2,358,583

2,181,503

4,045,897

4,824,443

875,337

331,192

1,747,429

396,051

(13,594,140

)

(1,839,632

)

(14,586,735

)

(1,809,621

)

(10,360,220

)

673,063

(8,793,409

)

3,410,873

(10,360,220

)

673,063

(8,793,409

)

3,410,873

215,570

202,069

332,783

398,784

94,671

30,758

160,209

35,088

(1,237,186

)

(171,085

)

(1,167,770

)

(155,795

)

(926,945

)

61,742

(674,778

)

278,077

(926,945

)

61,742

(674,778

)

278,077

Annual Shareholder Report

117

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

Total
distributions

HUNTINGTON TAX FREE MONEY MARKET FUND

Trust Shares

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)

2012

1.00

—

(2)

—

(2)

—

(2)

—

(2)

—

(2)

Class A Shares

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)

2012

1.00

—

(2)

—

(2)

—

(2)

—

(2)

—

(2)

HUNTINGTON MONEY MARKET FUND

Trust Shares

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)

2012

1.00

—

(2)

—

(2)

—

(2)

—

(2)

—

(2)

Class A Shares

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)

2012

1.00

—

(2)

—

(2)

—

(2)

—

(2)

—

(2)

Interfund Shares

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)

2012(3)

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.

(3)

For the period January 1, 2012 to November 28, 2012. All of the assets of the Interfund shares were redeemed on November 28, 2012. As of December 31, 2012, the Interfund shares are available for purchase; however the balance remains zero.

(4)

Not annualized.

(5)

Computed on an annualized basis.

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

Annual Shareholder Report

118

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

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

0.01

0.22

0.01

0.93

57,317

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

0.01

0.22

0.01

1.18

16,765

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

0.01

0.23

0.01

0.86

240,924

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

0.01

0.23

0.01

1.11

105,688

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

1.00

0.01

%(4)

0.23

%(5)

0.01

%(5)

0.61

%(5)

—

Annual Shareholder Report

119

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

Total
distributions

HUNTINGTON OHIO MUNICIPAL MONEY MARKET FUND

Trust Shares

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)

2012

1.00

—

(2)

—

(2)

—

(2)

—

(2)

—

(2)

Class A Shares

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)

2012

1.00

—

(2)

—

(2)

—

(2)

—

(2)

—

(2)

HUNTINGTON U.S. TREASURY MONEY MARKET FUND

Trust Shares

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)

2012

1.00

—

(2)

—

(2)

—

(2)

—

(2)

—

(2)

Class A Shares

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)

2012

1.00

—

(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.

(3)

Rounds to less than 0.005%.

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

Annual Shareholder Report

120

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

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

0.01

0.20

0.01

0.88

58,279

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

0.01

0.20

0.01

1.13

73,528

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

0.01

0.09

0.01

0.74

737,310

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

1.00

—

0.09

—

%(3)

0.99

108,885

Annual Shareholder Report

121

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(4)

10.00

0.04

(0.19

)

(0.15

)

(0.04

)

—

(0.04

)

2012

9.81

0.10

(0.01

)

0.09

(0.10

)

—

(0.10

)

Class A Shares

2011(4)

10.00

0.02

(0.19

)

(0.17

)

(0.04

)

—

(0.04

)

2012

9.79

0.08

(0.02

)

0.06

(0.07

)

—

(0.07

)

HUNTINGTON DIVIDEND CAPTURE FUND

Trust Shares

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

)

2012

8.91

0.33

0.63

0.96

(0.38

)

—

(0.38

)

Class A Shares

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

)

2012

8.90

0.30

0.65

0.95

(0.36

)

—

(0.36

)

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

(5)

Not Annualized.

(6)

Computed on an annualized basis.

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

Annual Shareholder Report

122


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)


$	9.81		(1.50	)%(5)		1.20	%(6)		0.98	%(6)		1.33	%(6)	$	65,294		3	%(5)
$	9.80		0.91	%		1.20	%		1.07	%		1.23	%	$	86,382		9	%

$	9.79		(1.73	)%(5)		1.45	%(6)		0.72	%(6)		1.58	%(6)	$	5,661		3	%(5)
$	9.78		0.67	%		1.45	%		0.82	%		1.48	%	$	7,605		9	%


$	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	%
$	9.49		10.87	%		1.21	%		3.55	%		1.36	%	$	145,946		109	%

$	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	%
$	9.49		10.72	%		1.46	%		3.37	%		1.61	%	$	46,343		109	%

Annual Shareholder Report

123

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 GLOBAL SELECT MARKETS FUND

Trust Shares

2009(4)

10.00

—

(5)

—

(5)

—

(5)

—

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

)

2012

9.36

0.04

0.97

1.01

(0.04

)

—

(0.04

)

Class A Shares

2009(4)

10.00

—

(5)

—

(5)

—

(5)

—

2010

10.00

0.01

1.53

1.54

(0.09

)

—

(0.02

)

(0.11

)

2011

11.43

0.04

(1.97

)

(1.93

)

—

(5)

(0.14

)

—

(0.14

)

2012

9.36

0.01

0.97

0.98

(0.02

)

—

(0.02

)

HUNTINGTON GROWTH FUND

Trust Shares

2008

35.01

0.05

(12.12

)

(12.07

)

(0.04

)

(3.19

)

—

(3.23

)

2009

19.71

0.01

3.45

3.46

—

(5)

—

(5)

2010

23.17

0.01

2.36

2.37

—

(5)

—

(5)

2011

25.54

0.05

(0.72

)

(0.67

)

—

(0.09

)

—

(0.09

)

2012

24.78

0.20

2.35

2.55

(0.21

)

(1.22

)

—

(1.43

)

Class A Shares

2008

34.31

(0.03

)

(11.83

)

(11.86

)

—

(5)

(3.19

)

—

(3.19

)

2009

19.26

(0.04

)

3.37

3.33

—

2010

22.59

(0.03

)

2.27

2.24

—

(5)

—

(5)

2011

24.83

(0.01

)

(0.70

)

(0.71

)

—

(0.09

)

—

(0.09

)

2012

24.03

0.14

2.27

2.41

(0.15

)

(1.22

)

—

(1.37

)

(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 December 30, 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)

Ratios include recoupment of fees waived in prior periods.

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

Annual Shareholder Report

124


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)


$	10.00		—	%(6)		1.83	%(7)		(1.46	)%(7)		1.83	%(7)	$	1		—	%(6)
$	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	%
$	10.33		10.82	%		1.90	%(8)		0.40	%		1.90	%(8)	$	38,696		97	%

$	10.00		—	%(6)		2.19	%(7)		(2.92	)%(7)		2.19	%(7)	$	1		—	%(6)
$	11.43		15.38	%		2.16	%		0.20	%		2.44	%	$	860		45	%
$	9.36		(16.80	)%		2.04	%		0.48	%		2.04	%	$	541		110	%
$	10.32		10.43	%		2.15	%(8)		0.09	%		2.15	%(8)	$	416		97	%


$	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	%
$	25.90		10.30	%		1.20	%		0.75	%		1.20	%	$	127,545		136	%

$	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	%
$	25.07		10.02	%		1.45	%		0.50	%		1.45	%	$	7,631		136	%

Annual Shareholder Report

125

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 INCOME EQUITY FUND

Trust Shares

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

)

2012

20.95

0.81

1.37

2.18

(0.79

)

—

(0.79

)

Class A Shares

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

)

2012

20.95

0.76

1.37

2.13

(0.73

)

—

(0.73

)

HUNTINGTON INTERNATIONAL EQUITY FUND

Trust Shares

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

)

2012

10.09

0.14

1.30

1.44

(0.19

)

—

(3)

(0.19

)

Class A Shares

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

)

2012

10.02

0.12

1.28

1.40

(0.16

)

—

(3)

(0.16

)

(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

126


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)


$	15.79		(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	%
$	22.34		10.50	%		1.19	%		3.69	%		1.19	%	$	131,708		203	%

$	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	%
$	22.35		10.27	%		1.44	%		3.44	%		1.44	%	$	6,016		203	%


$	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	%
$	11.34		14.28	%		1.58	%		1.32	%		1.58	%	$	285,361		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	%
$	11.26		14.00	%		1.83	%		1.06	%		1.83	%	$	9,105		25	%

Annual Shareholder Report

127

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

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

)

2012

13.76

0.05

1.95

2.00

(0.02

)

(2.04

)

—

(2.06

)

Class A Shares

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

)

2012

13.37

0.01

1.83

1.84

—

(2.04

)

—

(2.04

)

HUNTINGTON REAL STRATEGIES FUND

Trust Shares

2008

10.79

0.05

(3)

(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

)

2012

7.15

0.11

0.26

0.37

(0.10

)

—

(0.10

)

Class A Shares

2008

10.78

0.03

(3)

(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

)

2012

7.16

0.09

0.26

0.35

(0.08

)

—

(0.08

)

(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)

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

128


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)


$	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	%
$	13.70		14.70	%		1.38	%		0.32	%		1.38	%	$	125,258		18	%

$	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	%
$	13.17		13.94	%		1.63	%		0.08	%		1.63	%	$	9,118		18	%


$	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	%
$	7.42		5.20	%		1.35	%		1.54	%		1.35	%	$	96,292		30	%

$	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	%
$	7.43		4.96	%		1.60	%		1.30	%		1.60	%	$	2,173		30	%

Annual Shareholder Report

129

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 ROTATING MARKETS FUND

Trust Shares

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

—

(3)

—

(3)

2011

10.85

0.17

0.54

0.71

(0.03

)

—

(0.03

)

2012

11.53

0.04

0.69

0.73

(0.21

)

(1.60

)

—

(1.81

)

Class A Shares

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

—

(3)

—

(3)

2011

10.78

0.14

0.53

0.67

—

(3)

—

(3)

2012

11.45

0.04

0.65

0.69

(0.18

)

(1.60

)

—

(1.78

)

HUNTINGTON SITUS FUND

Trust Shares

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

)

—

2012

19.53

0.09

4.60

4.69

(0.04

)

(0.74

)

—

(0.78

)

Class A Shares

2008

19.70

(0.03

)

(7.71

)

(7.74

)

—

(0.47

)

—

(0.47

)

2009

11.49

(0.01

)

4.19

4.18

—

(3)

(0.03

)

—

(3)

(0.03

)

2010

15.64

(0.06

)

4.20

4.14

—

2011

19.78

(0.10

)

(0.62

)

(0.72

)

—

2012

19.06

0.04

4.48

4.52

—

(0.74

)

—

(0.74

)

(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

130


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)


$	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	%
$	10.45		6.40	%		1.18	%		0.66	%		1.18	%	$	38,263		105	%

$	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	%
$	10.36		6.07	%		1.43	%		0.42	%		1.43	%	$	2,290		105	%


$	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	%
$	23.44		24.11	%		1.35	%		0.41	%		1.35	%	$	192,757		11	%

$	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	%
$	22.84		23.82	%		1.60	%		0.17	%		1.60	%	$	28,485		11	%

Annual Shareholder Report

131

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

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

)

2012

22.59

0.56

0.33

0.89

(0.56

)

(0.21

)

—

(0.77

)

Class A Shares

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

)

2012

22.59

0.51

0.33

0.84

(0.51

)

(0.21

)

—

(0.72

)

HUNTINGTON INTERMEDIATE GOVERNMENT INCOME FUND

Trust Shares

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

)

2012

11.15

0.20

(0.02

)

0.18

(0.22

)

(0.01

)

—

(0.23

)

Class A Shares

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

)

2012

11.14

0.18

(0.01

)

0.17

(0.20

)

(0.01

)

—

(0.21

)

(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

132


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)


$	21.34		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	%
$	22.71		3.98	%		1.06	%		2.44	%		1.06	%	$	302,442		30	%

$	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	%
$	22.71		3.74	%		1.31	%		2.19	%		1.31	%	$	9,505		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	%
$	11.10		1.68	%		1.09	%		1.86	%		1.09	%	$	116,280		20	%

$	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	%
$	11.10		1.53	%		1.34	%		1.60	%		1.34	%	$	5,238		20	%

Annual Shareholder Report

133

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

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

)

2012

9.26

0.16

0.11

0.27

(0.24

)

(0.06

)

—

(0.30

)

Class A Shares

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

)

2012

9.32

0.15

0.10

0.25

(0.22

)

(0.06

)

—

(0.28

)

HUNTINGTON OHIO TAX-FREE FUND

Trust Shares

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

)

2012

21.94

0.43

0.42

0.85

(0.43

)

(0.42

)

—

(0.85

)

Class A Shares

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

)

2012

21.93

0.37

0.42

0.79

(0.37

)

(0.42

)

—

(0.79

)

(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

134


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)


$	8.79		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	%
$	9.23		2.95	%		1.11	%		1.89	%		1.11	%	$	73,818		26	%

$	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	%
$	9.29		2.68	%		1.36	%		1.62	%		1.36	%	$	4,801		26	%


$	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	%
$	21.94		3.90	%		1.19	%		1.92	%		1.19	%	$	50,552		47	%

$	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	%
$	21.93		3.65	%		1.44	%		1.67	%		1.44	%	$	3,481		47	%

Annual Shareholder Report

135

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

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

)

2012

20.09

0.25

0.11

0.36

(0.25

)

—

(0.25

)

Class A Shares

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

)

2012

20.10

0.20

0.10

0.30

(0.20

)

—

(0.20

)

(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

136


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)


$	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	%
$	20.20		1.79	%		1.06	%		1.22	%		1.06	%	$	187,744		23	%

$	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	%
$	20.20		1.48	%		1.31	%		0.97	%		1.31	%	$	11,183		23	%

Annual Shareholder Report

137

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

2009(3)

10.00

0.05

0.75

0.80

(0.06

)

—

(4)

—

(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

)

2012

11.33

0.12

0.75

0.87

(0.12

)

(1.09

)

—

(1.21

)

HUNTINGTON CONSERVATIVE ALLOCATION FUND

2009(3)

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

)

2012

10.72

0.14

0.33

0.47

(0.14

)

(1.93

)

—

(2.07

)

HUNTINGTON GROWTH ALLOCATION FUND

2009(3)

10.00

0.04

0.88

0.92

(0.05

)

—

(4)

—

(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

)

2012

11.45

0.11

1.03

1.14

(0.11

)

(1.61

)

—

(1.72

)

(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)

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

(4)

Amount is less than $0.005.

(5)

Not Annualized.

(6)

Computed on an annualized basis.

(7)

Does not include the effect of expenses of underlying funds.

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

Annual Shareholder Report

138

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

10.74

8.03

%(5)

0.62

%(6)(7)

1.30

%(6)

0.85

%(6)(7)

13,336

%(5)

11.57

9.14

0.59

%(7)

0.94

0.74

%(7)

24,656

11.33

(0.18

0.67

%(7)

0.90

0.80

%(7)

27,642

10.99

7.79

0.68

%(7)

0.98

0.89

%(7)

18,192

10.32

4.13

%(5)

0.72

%(6)(7)

1.91

%(6)

0.86

%(6)(7)

11,248

%(5)

10.69

5.70

0.70

%(7)

1.60

0.79

%(7)

14,840

10.72

2.50

0.73

%(7)

1.43

0.83

%(7)

15,544

9.12

4.43

0.80

%(7)

1.11

1.00

%(7)

4,767

10.87

9.21

%(5)

0.52

%(6)(7)

1.03

%(6)

0.85

%(6)(7)

12,923

%(5)

11.88

10.69

0.51

%(7)

0.61

0.77

%(7)

19,132

11.45

(1.75

0.64

%(7)

0.63

0.84

%(7)

21,618

10.87

10.01

0.63

%(7)

0.85

0.95

%(7)

13,190

Annual Shareholder Report

139

Notes to Financial Statements

December 31, 2012

(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, 2012, the Trust operated 35 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 Mid Corp America Fund (“Mid Corp America 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 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
Huntington Ohio Tax-Free Fund (“Ohio Tax-Free Fund”)		Trust & A


*Funds*		Investment Share Classes Offered*
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.

**	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.

On May 18, 2012 the Huntington Mid Corp America Fund (“Acquiring Fund”) acquired all of the assets and assumed all of the liabilities of the Huntington New Economy Fund (“Acquired Fund”) pursuant to an agreement and plan of reorganization approved by the Board of Trustees on January 17, 2012. The reorganization provides shareholders of the Acquired Fund access to a larger and more diversified portfolio with a similar investment strategy and lower expenses. The reorganization qualified as a tax-free reorganization for federal income tax purposes with no gain or loss recognized to the Funds or their shareholders.

The acquisition was accomplished by a tax-free exchange of 964,397 Institutional Class shares of the Acquiring Fund (valued at $13,560,775) for 1,364,414 Institutional Class shares of the Acquired Fund, 218,019 Class A shares of the

Annual Shareholder Report

140

Acquiring Fund (valued at $2,975,148) for 308,667 Class A shares of the Acquired Fund, each outstanding on May 18, 2012. The investment portfolio of the Acquired Fund, with a fair value of $16,514,542 and identified cost of $18,597,144 was the principal asset acquired by the Acquiring Fund. For financial reporting purposes, assets received and shares issued by the Acquiring Fund were recorded at fair value; however, the identified cost of the investments received from the Acquired Fund was carried forward to align ongoing reporting of the Acquiring Fund’s realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes. The aggregate net assets of the Acquiring Fund immediately before the acquisition were $123,890,843. The aggregate net assets of the Acquired Fund at that date of $16,535,923, including $(2,082,602) of unrealized depreciation, were combined with those of the Acquiring Fund, resulting in combined aggregate net assets of $140,426,766.

Assuming the acquisition had been completed on January 1, 2012, the beginning of the annual reporting period of the Acquiring Fund, the Acquiring Fund’s pro forma results of operations for the year ended December 31, 2012, are as follows:


	*(unaudited)*
Net Investment Income*	$	390,496
Net Realized and Unrealized Gain on Investments	$	22,956,534
Net Increase in Net Assets Resulting From Operations	$	23,347,030

*	Net Investment Income includes $17,000 of pro forma additional merger expenses.

Because the combined investment portfolios have been managed as a single portfolio since the acquisition was completed, it is not practicable to separate the amounts of revenue and earnings of the Acquired Fund that have been included in the Acquiring Fund’s accompanying Statement of Operations since May 18, 2012.

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.

(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.

The valuation techniques described below 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).

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The Trust recognizes transfers between fair value hierarchy levels at the reporting period end. The inputs or methodology used for valuing investments is not necessarily an indication of the risk associated with investing in those investments.

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. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy. Investments in open-end investment companies are valued at their respective net asset value as reported by such companies and are typically categorized as Level 1 in the fair value hierarchy.

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, and are typically categorized as Level 1 in the fair value hierarchy.

Annual Shareholder Report

141

Notes to Financial Statements (Continued)

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. In each of these situations, valuations are typically categorized as Level 2 in the fair value hierarchy.

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 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. Depending on the source and relative significance of valuation inputs, these instruments may be classified as Level 2 or Level 3 in the fair value hierarchy.

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 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.

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.

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. In the event of an increase or decrease greater than predetermined levels, the Funds may use a systematic valuation model provided by an independent third party to fair value its international equity securities, which are then typically categorized as Level 2 in the fair value hierarchy.

In accordance with the valuation procedures adopted by the Trustees, real estate investments are fair valued using discounted cash flow models, which the Trustees deem indicative of the estimated fair value of the real estate investments.

Annual Shareholder Report

142

The following is a summary of the inputs used to value the Funds’ investments as of December 31, 2012, while the breakdown, by category, of common stocks is disclosed in the Portfolio of Investments for each Fund:

LEVEL 1

LEVEL 2

LEVEL 3

Total

Tax-Free Money Market Fund

Investment Securities:

Municipal Bonds

—

70,827,144

—

70,827,144

Cash Equivalents

3,552,659

—

3,552,659

Total Investment Securities

3,552,659

70,827,144

—

74,379,803

Money Market Fund

Investment Securities:

U.S. Government Agencies

Federal Farm Credit Bank

—

35,000,540

—

35,000,540

Federal Home Loan Bank

—

64,397,050

—

64,397,050

Repurchase Agreements

—

52,054,200

—

52,054,200

Commercial Papers

—

49,154,984

—

49,154,984

Municipal Bonds

—

44,600,000

—

44,600,000

Yankee Certificates of Deposit

—

40,076,052

—

40,076,052

Corporate Bonds

Consumer Staples

—

5,002,829

—

5,002,829

Financials

—

21,046,784

—

21,046,784

Cash Equivalents

35,000,000

—

35,000,000

Total Investment Securities

35,000,000

311,332,439

—

346,332,439

Ohio Municipal Money Market Fund

Investment Securities:

Municipal Bonds

—

125,503,644

—

125,503,644

Cash Equivalents

6,234,643

—

6,234,643

Total Investment Securities

6,234,643

125,503,644

—

131,738,287

U.S. Treasury Money Market Fund

Investment Securities:

U.S. Treasury Obligations

—

470,392,296

—

470,392,296

Repurchase Agreements

—

375,452,800

—

375,452,800

Total Investment Securities

—

845,845,096

—

845,845,096

Disciplined Equity Fund

Investment Securities:

Common Stocks

Consumer Discretionary

8,370,753

—

8,370,753

Consumer Staples

10,993,240

—

10,993,240

Energy

11,272,020

—

11,272,020

Financials

10,869,355

—

10,869,355

Health Care

10,673,297

—

10,673,297

Industrials

8,552,085

—

8,552,085

Information Technology

20,832,869

—

20,832,869

Materials

1,817,035

—

1,817,035

Real Estate Investment Trusts

316,180

—

316,180

Telecommunication Services

3,513,900

—

3,513,900

Utilities

662,660

—

662,660

Exchange-Traded Funds

223,680

—

223,680

Options Purchased

1,353,000

—

1,353,000

Cash Equivalents

5,903,706

—

5,903,706

Total Investment Securities

95,353,780

—

95,353,780

Other Financial Instruments:*

Written Options

(1,169,878

)

—

(1,169,878

)

Total Investments

94,183,902

—

94,183,902

Annual Shareholder Report

143

Notes to Financial Statements (Continued)

LEVEL 1

LEVEL 2

LEVEL 3

Total

Dividend Capture Fund

Investment Securities:

Common Stocks

Consumer Discretionary

5,929,430

—

5,929,430

Consumer Staples

11,678,643

—

11,678,643

Energy

31,919,872

—

31,919,872

Financials

23,181,960

—

23,181,960

Health Care

10,454,068

—

10,454,068

Industrials

13,454,487

—

13,454,487

Information Technology

10,466,212

—

10,466,212

Materials

4,379,780

—

4,379,780

Real Estate Investment Trusts

22,093,531

—

22,093,531

Telecommunication Services

4,893,510

—

4,893,510

Utilities

6,424,360

—

6,424,360

Preferred Stocks

Financials

25,657,000

1,138,500

—

26,795,500

Real Estate Investment Trusts

5,600,370

—

5,600,370

Telecommunication Services

2,427,300

—

2,427,300

Utilities

5,901,500

—

5,901,500

Exchange-Traded Funds

3,114,937

—

3,114,937

Cash Equivalents

3,354,143

—

3,354,143

Short-Term Securities Held as Collateral for Securities Lending

9,634,051

—

9,634,051

Total Investment Securities

200,565,154

1,138,500

—

201,703,654

Other Financial Instruments:*

Written Options

(30,600

)

—

(30,600

)

Total Investments

200,534,554

1,138,500

—

201,673,054

Global Select Markets Fund

Investment Securities:

Common Stocks

Consumer Discretionary

796,800

5,855,185

—

6,651,985

Consumer Staples

1,402,010

1,809,278

—

3,211,288

Energy

1,039,350

1,481,155

—

2,520,505

Financials

1,317,470

6,900,725

—

8,218,195

Health Care

—

3,507,291

—

3,507,291

Industrials

—

2,167,523

—

2,167,523

Information Technology

1,490,780

2,638,776

—

4,129,556

Materials

342,000

2,405,150

—

2,747,150

Utilities

—

1,156,164

—

1,156,164

Exchange-Traded Funds

3,291,430

—

3,291,430

Corporate Bonds

Financials

—

871,349

—

871,349

Foreign Government Bonds

—

188,811

—

188,811

Cash Equivalents

1,038,116

—

1,038,116

Short-Term Securities Held as Collateral for Securities Lending

1,593,389

—

1,593,389

Total Investment Securities

12,311,345

28,981,407

—

41,292,752

Growth Fund

Investment Securities:

Common Stocks

Consumer Discretionary

17,227,987

—

17,227,987

Consumer Staples

14,911,462

—

14,911,462

Energy

7,165,535

—

7,165,535

Financials

6,040,945

—

6,040,945

Health Care

21,530,802

—

21,530,802

Industrials

8,126,830

—

8,126,830

Information Technology

45,284,825

—

45,284,825

Materials

6,071,112

—

6,071,112

Real Estate Investment Trusts

3,288,653

—

3,288,653

Telecommunication Services

728,655

—

728,655

Utilities

270,281

—

270,281

Cash Equivalents

1,621,894

—

1,621,894

Short-Term Securities Held as Collateral for Securities Lending

1,390,967

—

1,390,967

Total Investment Securities

133,659,948

—

133,659,948

Annual Shareholder Report

144

LEVEL 1

LEVEL 2

LEVEL 3

Total

Income Equity Fund

Investment Securities:

Common Stocks

Consumer Discretionary

9,287,517

—

9,287,517

Consumer Staples

13,946,775

—

13,946,775

Energy

23,987,318

—

23,987,318

Financials

21,933,830

—

21,933,830

Health Care

12,462,915

—

12,462,915

Industrials

14,020,371

—

14,020,371

Information Technology

13,074,467

—

13,074,467

Materials

5,352,213

—

5,352,213

Real Estate Investment Trusts

9,130,681

—

9,130,681

Telecommunication Services

5,157,402

—

5,157,402

Utilities

7,710,099

—

7,710,099

Cash Equivalents

1,391,488

—

1,391,488

Short-Term Securities Held as Collateral for Securities Lending

15,044,485

—

15,044,485

Total Investment Securities

152,499,561

—

152,499,561

International Equity Fund

Investment Securities:

Common Stocks

Consumer Discretionary

4,196,250

27,012,339

—

31,208,589

Consumer Staples

6,142,700

21,314,152

—

27,456,852

Energy

7,448,820

19,378,527

—

26,827,347

Financials

15,886,628

37,116,284

—

53,002,912

Health Care

11,816,460

12,162,417

—

23,978,877

Industrials

—

46,613,699

—

46,613,699

Information Technology

3,601,095

13,690,215

—

17,291,310

Materials

5,744,880

14,218,089

—

19,962,969

Telecommunication Services

3,355,300

13,802,394

—

17,157,694

Utilities

971,459

8,734,531

—

9,705,990

Exchange-Traded Funds

10,411,295

—

10,411,295

Cash Equivalents

10,717,674

—

10,717,674

Short-Term Securities Held as Collateral for Securities Lending

1,478,160

—

1,478,160

Total Investment Securities

81,770,721

214,042,647

—

295,813,368

Mid Corp America Fund

Investment Securities:

Common Stocks

Consumer Discretionary

12,715,285

—

12,715,285

Consumer Staples

5,781,474

—

5,781,474

Energy

8,542,812

—

8,542,812

Financials

17,442,854

—

17,442,854

Health Care

18,915,711

—

18,915,711

Industrials

21,293,278

—

21,293,278

Information Technology

22,244,369

—

22,244,369

Materials

9,056,239

—

9,056,239

Real Estate Investment Trusts

9,252,845

—

9,252,845

Telecommunication Services

586,260

—

586,260

Utilities

5,064,222

—

5,064,222

Cash Equivalents

3,531,522

—

3,531,522

Short-Term Securities Held as Collateral for Securities Lending

6,116,911

—

6,116,911

Total Investment Securities

140,543,782

—

140,543,782

Annual Shareholder Report

145

Notes to Financial Statements (Continued)

LEVEL 1

LEVEL 2

LEVEL 3

Total

Real Strategies Fund

Investment Securities:

Common Stocks

Consumer Staples

4,293,103

—

4,293,103

Energy

28,423,913

—

28,423,913

Industrials

14,743,343

—

14,743,343

Materials

21,255,669

—

21,255,669

Real Estate Investment Trusts

9,175,750

—

9,175,750

Exchange-Traded Funds

7,132,727

—

7,132,727

Real Estate Investments

—

4,668,985

Closed-End Fund

3,068,088

—

3,068,088

Warrants

211,680

—

211,680

Options Purchased

45,000

—

45,000

Cash Equivalents

5,395,632

—

5,395,632

Short-Term Securities Held as Collateral for Securities Lending

20,507,976

—

20,507,976

Total Investment Securities

114,252,881

—

4,668,985

118,921,866

Rotating Markets Fund

Investment Securities:

Common Stocks

Consumer Discretionary

6,547,925

—

6,547,925

Consumer Staples

1,013,119

—

1,013,119

Health Care

4,784,280

—

4,784,280

Industrials

753,569

—

753,569

Information Technology

25,281,383

—

25,281,383

Materials

196,996

—

196,996

Telecommunication Services

314,850

—

314,850

Exchange-Traded Funds

255,492

—

255,492

Cash Equivalents

1,385,688

—

1,385,688

Short-Term Securities Held as Collateral for Securities Lending

1,839,691

—

1,839,691

Total Investment Securities

42,372,993

—

42,372,993

Situs Fund

Investment Securities:

Common Stocks

Consumer Discretionary

24,818,552

1,826,579

—

26,645,131

Consumer Staples

5,846,578

1,556,010

—

7,402,588

Energy

12,166,299

—

12,166,299

Financials

22,843,000

398,851

—

23,241,851

Health Care

23,891,240

3,455,414

—

27,346,654

Industrials

37,781,143

1,008,033

—

38,789,176

Information Technology

47,889,379

—

47,889,379

Materials

23,526,480

—

23,526,480

Real Estate Investment Trusts

5,378,015

—

5,378,015

Telecommunication Services

374,010

—

374,010

Utilities

4,003,161

—

4,003,161

Exchange-Traded Funds

1,012,000

—

1,012,000

Closed-End Fund

630,900

—

630,900

Cash Equivalents

3,588,928

—

3,588,928

Short-Term Securities Held as Collateral for Securities Lending

25,978,626

—

25,978,626

Total Investment Securities

239,728,311

8,244,887

—

247,973,198

Other Financial Instruments:*

Written Options

(103,750

)

—

(103,750

)

Total Investments

239,624,561

8,244,887

—

247,869,448

Annual Shareholder Report

146

LEVEL 1

LEVEL 2

LEVEL 3

Total

Fixed Income Securities Fund

Investment Securities:

Corporate Bonds

Consumer Discretionary

—

16,198,210

—

16,198,210

Consumer Staples

—

10,940,973

—

10,940,973

Energy

—

18,993,992

—

18,993,992

Financials

—

70,788,530

—

70,788,530

Health Care

—

20,864,469

—

20,864,469

Industrials

—

8,688,153

—

8,688,153

Information Technology

—

20,500,367

—

20,500,367

Materials

—

11,851,168

—

11,851,168

Real Estate Investment Trusts

—

15,688,126

—

15,688,126

Telecommunication Services

—

6,611,958

—

6,611,958

Utilities

—

25,826,662

—

25,826,662

U.S. Treasury Obligations

U.S. Treasury Bonds

—

31,076,870

—

31,076,870

U.S. Treasury Notes

—

8,124,064

—

8,124,064

U.S. Government Agencies

Federal Farm Credit Bank

—

2,190,166

—

2,190,166

Federal Home Loan Bank

—

15,610,490

—

15,610,490

Federal Home Loan Mortgage Corporation

—

9,264,938

—

9,264,938

Federal National Mortgage Association

—

3,479,898

—

3,479,898

Preferred Stocks

Financials

2,349,200

—

2,349,200

Real Estate Investment Trusts

541,600

—

541,600

Utilities

801,300

—

801,300

U.S. Government Mortgage Backed Agencies

Federal Home Loan Mortgage Corporation

—

1,217,622

—

1,217,622

Federal National Mortgage Association

—

126,976

—

126,976

Government National Mortgage Association

—

1,867,099

—

1,867,099

Cash Equivalents

5,299,225

—

5,299,225

Total Investment Securities

8,991,325

299,910,731

—

308,902,056

Intermediate Government Income Fund

Investment Securities:

U.S. Government Agencies

Federal Farm Credit Bank

—

22,045,937

—

22,045,937

Federal Home Loan Bank

—

32,320,050

—

32,320,050

Federal National Mortgage Association

—

2,060,380

—

2,060,380

U.S. Government Mortgage Backed Agencies

Federal Home Loan Mortgage Corporation

—

9,477,863

—

9,477,863

Federal National Mortgage Association

—

14,955,245

—

14,955,245

Government National Mortgage Association

—

7,574,280

—

7,574,280

U.S. Treasury Obligations

U.S. Treasury Notes

—

26,826,404

—

26,826,404

Collateralized Mortgage Obligations

Federal Home Loan Bank

—

1,080,011

—

1,080,011

Federal Home Loan Mortgage Corporation

—

888,390

—

888,390

Federal National Mortgage Association

—

142,647

—

142,647

Government National Mortgage Association

—

1,156,236

—

1,156,236

Cash Equivalents

2,607,089

—

2,607,089

Total Investment Securities

2,607,089

118,527,443

—

121,134,532

Annual Shareholder Report

147

Notes to Financial Statements (Continued)

LEVEL 1

LEVEL 2

LEVEL 3

Total

Mortgage Securities Fund

Investment Securities:

U.S. Government Mortgage Backed Agencies

Federal Home Loan Mortgage Corporation

—

13,662,884

—

13,662,884

Federal National Mortgage Association

—

42,522,586

—

42,522,586

Government National Mortgage Association

—

5,360,317

—

5,360,317

Common Stocks

Real Estate Investment Trusts

9,120,578

—

9,120,578

U.S. Government Agencies

Federal Farm Credit Bank

—

2,511,912

—

2,511,912

Collateralized Mortgage Obligations

Federal Home Loan Bank

—

187,583

—

187,583

Federal Home Loan Mortgage Corporation

—

877,275

—

877,275

Federal National Mortgage Association

—

247,473

—

247,473

Cash Equivalents

3,940,040

—

3,940,040

Short-Term Securities Held as Collateral for Securities Lending

705,024

—

705,024

Total Investment Securities

13,765,642

65,370,030

—

79,135,672

Ohio Tax-Free Fund

Investment Securities:

Municipal Bonds

—

53,908,578

—

53,908,578

Cash Equivalents

165,638

—

165,638

Total Investment Securities

165,638

53,908,578

—

54,074,216

Short/Intermediate Fixed Income Securities Fund

Investment Securities:

Corporate Bonds

Consumer Discretionary

—

10,370,689

—

10,370,689

Consumer Staples

—

12,864,233

—

12,864,233

Energy

—

10,993,032

—

10,993,032

Financials

—

34,501,033

—

34,501,033

Health Care

—

23,543,131

—

23,543,131

Industrials

—

14,423,430

—

14,423,430

Information Technology

—

10,776,305

—

10,776,305

Materials

—

13,376,878

—

13,376,878

Real Estate Investment Trusts

—

3,202,583

—

3,202,583

Telecommunication Services

—

4,162,189

—

4,162,189

Utilities

—

7,794,468

—

7,794,468

U.S. Government Agencies

Federal Agricultural Mortgage Corporation

—

3,125,295

—

3,125,295

Federal Home Loan Bank

—

19,105,796

—

19,105,796

Federal Home Loan Mortgage Corporation

—

3,546,773

—

3,546,773

Federal National Mortgage Association

—

13,272,755

—

13,272,755

U.S. Treasury Obligations

U.S. Treasury Notes

—

10,704,801

—

10,704,801

Cash Equivalents

2,150,783

—

2,150,783

Total Investment Securities

2,150,783

195,763,391

—

197,914,174

Balanced Allocation Fund

Investment Securities:

Mutual Funds

16,271,327

—

16,271,327

Exchange-Traded Funds

1,709,472

—

1,709,472

Cash Equivalents

229,492

—

229,492

Total Investment Securities

18,210,291

—

18,210,291

Conservative Allocation Fund

Investment Securities:

Mutual Funds

4,647,453

—

4,647,453

Exchange-Traded Funds

175,592

—

175,592

Cash Equivalents

15,912

—

15,912

Total Investment Securities

4,838,957

—

4,838,957

Annual Shareholder Report

148

LEVEL 1

LEVEL 2

LEVEL 3

Total

Growth Allocation Fund

Investment Securities:

Mutual Funds

11,423,190

—

11,423,190

Exchange-Traded Funds

1,625,841

—

1,625,841

Cash Equivalents

131,237

—

131,237

Total Investment Securities

13,180,268

—

13,180,268

*	Other Financial Instruments are derivative instruments not reflected on the Portfolio of Investments, such as written option contracts.

The following is a summary of the transfers between Level 1 and Level 2 of the fair value hierarchy for the year ended December 31, 2012:


	Transfers from Level 1 to Level 2		Transfers from Level 2 to Level 1
*Global Select Markets Fund*
Common Stocks
Consumer Discretionary	$	5,855,185	$	—
Consumer Staples		1,809,278		—
Energy		1,481,155		—
Financials		6,900,725		—
Health Care		3,507,291		—
Industrials		2,167,523		—
Information Technology		2,638,776		—
Materials		2,405,150		—
Utilities		1,156,164		—

Total		27,921,247		—

*International Equity Fund*
Common Stocks
Consumer Discretionary		27,012,339		—
Consumer Staples		21,314,152		—
Energy		19,378,527		—
Financials		37,116,284		—
Health Care		12,162,417		—
Industrials		46,613,699		—
Information Technology		13,690,215		—
Materials		14,218,089		—
Telecommunication Services		13,802,394		—
Utilities		8,734,531		—

Total		214,042,647		—

*Situs Fund*
Common Stocks
Consumer Discretionary		1,826,579		—
Consumer Staples		1,556,010		—
Financials		398,851		—
Health Care		3,455,414		—
Industrials		1,008,033		—

Total		8,244,887		—

Transfers from Level 1 to Level 2 are due to significant movement of a designated U.S. market index, triggering a systematic valuation model provided by an independent third party to fair value the international equity securities at reporting period end.

Quantitative Information about Level 3 Fair Value Measurements

Type of Assets

Fair Value

At December 31, 2012

Valuation Techniques

Unobservable Input(s)

Range
(weighted average)

Real Strategies Fund

Real Estate Investments

4,668,985

Discounted cash flow

Discount Rate

3.0%-14.8%(9.6%)

Market Cap Rate

7.0%-12.0%(8.7%)

The significant unobservable inputs used in the fair value measurement of Real Strategies Fund’s real estate investments were cash flows and discount and market cap rates. An increase in the cash flows and/or market cap rate or decreases in the discount

Annual Shareholder Report

149

Notes to Financial Statements (Continued)

rate used would increase the value of the investment. A decrease in the cash flows and/or market cap rate or increases in the discount rate used would decrease the value of the investment. Although the changes in the unobservable inputs may significantly change the security’s value, significant and reasonable changes to any of these inputs would not significantly impact the net assets of the Real Strategies Fund.

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


*Real Strategies Fund*	Real Estate Investments
Balance as of December 31, 2011	$	4,269,542
Transfers into Level 3		—
Transfers out of Level 3		—
Purchases		950,000
Sales		—
Realized Gain		—
Realized Loss		—
Change in unrealized appreciation (depreciation)		(550,557	)

Ending Balance as of December 31, 2012	$	4,668,985

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-Delivery 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. The Funds did not own any when-issued or delayed-delivery securities at December 31, 2012.

D.	*Foreign Currency Translation*

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, 2012, Global Select Markets Fund, International Equity Fund, Real Strategies Fund and Situs Fund did not have any forward foreign exchange contracts outstanding.

Annual Shareholder Report

150

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 year ended December 31, 2012:


*Contracts*	Number of Contracts			*Premium*
Outstanding at 12/31/2011		6,152		$	1,280,648
Options written		18,496			3,008,233
Options expired		(10,371	)		(1,507,017	)
Options closed		(6,410	)		(1,411,135	)
Options exercised		(780	)		(99,487	)
Outstanding at 12/31/2012		7,087		$	1,271,242

At December 31, 2012, 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

April 2013

100

6,960

7,599

Amazon.com, Inc.

Call

January 2013

255

18,200

35,279

Amgen, Inc.

Call

July 2013

92.5

110

29,920

1,079

Bank of America Corp.

Call

May 2013

400

56,400

(39,202

)

Bank of New York Mellon Corp./The

Call

January 2013

100

11,450

(8,546

)

Chubb Corp./The

Call

January 2013

248

6,547

Cisco Systems, Inc.

Call

February 2013

300

20,100

(8,401

)

Citigroup, Inc.

Call

March 2013

200

67,800

(46,160

)

Coca-Cola Co./The

Call

January 2013

37.5

120

1,800

3,780

Coca-Cola Co./The

Call

February 2013

42.5

200

13,999

Comcast Corp., Class A

Call

January 2013

250

41,750

(18,502

)

ConocoPhillips

Call

January 2013

100

2,100

10,399

Costco Wholesale Corp.

Call

January 2013

105

11,025

(5,563

)

CVS Caremark Corp.

Call

February 2013

100

9,150

1,649

Dow Chemical Co/The

Call

January 2013

100

4,500

(1,000

)

eBay, Inc.

Call

April 2013

52.5

100

29,450

(7,118

)

Eli Lilly & Co.

Call

January 2013

100

44,500

(31,081

)

Emerson Electric Co.

Call

January 2013

100

2,000

11,199

Exxon Mobil Corp.

Call

January 2013

150

300

13,349

Exxon Mobil Corp.

Call

April 2013

100

250

1,500

12,749

General Electric Co.

Call

January 2013

200

23,600

(588

)

Google, Inc., Class A

Call

January 2013

750

9,000

22,039

Home Depot, Inc./The

Call

January 2013

57.5

110

50,600

(35,201

)

Home Depot, Inc./The

Call

January 2013

100

24,750

(9,851

)

Honeywell International, Inc.

Call

January 2013

4,548

722

Annual Shareholder Report

151

Notes to Financial Statements (Continued)

Contract

Type

Expiration
Date

Exercise
Price

Number of
Contracts

Fair
Value

Unrealized
Appreciation
(Depreciation)

International Business Machines Corp.

Call

April 2013

205

13,410

4,109

International Business Machines Corp.

Call

April 2013

225

1,200

18,899

Johnson & Johnson

Call

January 2013

72.5

100

500

8,200

JPMorgan Chase & Co.

Call

June 2013

200

48,600

(22,201

)

MasterCard, Inc., Class A

Call

April 2013

525

8,417

517

Merck & Co., Inc.

Call

January 2013

150

450

6,900

Metlife, Inc.

Call

March 2013

100

2,200

5,049

Microsoft Corp.

Call

January 2013

32.5

250

375

15,392

Monsanto Co.

Call

January 2013

92.5

17,000

599

NIKE, Inc.

Call

April 2013

52.5

100

21,900

(13,300

)

PepsiCo., Inc.

Call

January 2013

100

250

6,449

Pfizer, Inc.

Call

January 2013

250

11,000

1,899

Philip Morris International, Inc.

Call

January 2013

100

200

20,227

Procter & Gamble Co.

Call

January 2013

72.5

175

3,552

Procter & Gamble Co.

Call

April 2013

72.5

150

6,150

3,029

Schlumberger Ltd.

Call

January 2013

100

28,749

S&P 100 Index

Put

January 2013

620

250

70,000

29,249

S&P 100 Index

Put

February 2013

600

300

115,500

21,599

S&P 100 Index

Put

March 2013

600

400

296,000

(5,202

)

Target Corp.

Call

April 2013

660

7,020

Union Pacific Corp.

Call

January 2013

130

3,425

17,674

U.S. Bancorp

Call

January 2013

150

10,575

11,325

Visa, Inc., Class A

Call

March 2013

145

61,050

(35,731

)

Walgreen Co.

Call

January 2013

100

500

6,099

Wal-Mart Stores, Inc.

Call

January 2013

180

540

22,937

Walt Disney Co./The

Call

April 2013

57.5

100

2,450

5,950

Wells Fargo & Co.

Call

April 2013

200

5,400

3,199

NET UNREALIZED APPRECIATION ON WRITTEN OPTION CONTRACTS

101,364

The following is a summary of Dividend Capture Fund’s written option activity for the year ended December 31, 2012:


*Contracts*	Number of Contracts			*Premium*
Outstanding at 12/31/2011		100		$	37,399
Options written		2,208			257,285
Options expired		(2	)		(148	)
Options closed		(1,606	)		(215,858	)
Options exercised		(300	)		(38,099	)
Outstanding at 12/31/2012		400		$	40,579

Annual Shareholder Report

152

At December 31, 2012, 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)

D.R. Horton, Inc.

Call

February 2013

200

19,300

5,380

D.R. Horton, Inc.

Call

February 2013

200

11,300

4,599

NET UNREALIZED APPRECIATION ON WRITTEN OPTION CONTRACTS

9,979

The following is a summary of Global Select Markets Fund written option activity for the year ended December 31, 2012:


*Contracts*	Number of Contracts			*Premium*
Outstanding at 12/31/2011		10		$	31,019
Options written		1,220			398,288
Options expired		(290	)		(129,346	)
Options closed		(460	)		(138,166	)
Options exercised		(480	)		(161,795	)
Outstanding at 12/31/2012		—		$	—

The following is a summary of Growth Fund’s written option activity for the year ended December 31, 2012:


*Contracts*	Number of Contracts			*Premium*
Outstanding at 12/31/2011		—		$	—
Options written		125			89,622
Options expired		(125	)		(89,622	)
Options closed		—			—
Options exercised		—			—
Outstanding at 12/31/2012		—		$	—

The following is a summary of Income Equity Fund’s written option activity for the year ended December 31, 2012:


*Contracts*	Number of Contracts			*Premium*
Outstanding at 12/31/2011		—		$	—
Options written		4,348			271,242
Options expired		(3,203	)		(225,967	)
Options closed		(795	)		(39,325	)
Options exercised		(350	)		(5,950	)
Outstanding at 12/31/2012		—		$	—

The following is a summary of Real Strategies Fund’s written option activity for the year ended December 31, 2012:


*Contracts*	Number of Contracts			*Premium*
Outstanding at 12/31/2011		1,845		$	916,341
Options written		2,916			1,057,888
Options expired		(1,814	)		(616,070	)
Options closed		(2,886	)		(1,321,194	)
Options exercised		(61	)		(36,965	)
Outstanding at 12/31/2012		—		$	—

Annual Shareholder Report

153

Notes to Financial Statements (Continued)

The following is a summary of Situs Fund’s written option activity for the year ended December 31, 2012:


*Contracts*	Number of Contracts			*Premium*
Outstanding at 12/31/2011		—		$	—
Options written		7,409			2,432,859
Options expired		(3,250	)		(749,421	)
Options closed		(2,750	)		(1,230,603	)
Options exercised		(909	)		(265,264	)
Outstanding at 12/31/2012		500		$	187,571

At December 31, 2012, Situs Fund had the following outstanding options:

WRITTEN OPTION CONTRACTS

Contract

Type

Expiration
Date

Exercise
Price

Number of
Contracts

Fair
Value

Unrealized
Appreciation
(Depreciation)

Edwards LifeSciences Corp.

Call

February 2013

500

103,750

83,821

NET UNREALIZED APPRECIATION ON WRITTEN OPTION CONTRACTS

83,821

The following tables provide a summary of the fair value of derivative instruments, not accounted for as hedging instruments as of December 31, 2012, and the effect of derivative instruments on the Statement of Operations for the year ended December 31, 2012.

The Fair Value of Derivative Instruments as of December 31, 2012:


	*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	$	1,169,878
			Dividend Capture Fund		30,600
			Situs Fund		103,750

	Investments, at value		Disciplined Equity Fund		1,353,000
			Real Strategies Fund		45,000

The effect of Derivative Instruments on the Statements of Operations for the year ended December 31, 2012:

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

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

(10,286,095

149,295

236,247
89,622
208,107
337,144
1,057,428

)

962,581

(15,220

(40,209

—

—
225,533
83,821

)

The notional value of the written options contracts outstanding at December 31, 2012 and the month-end average notional amount for the year ended December 31, 2012 are detailed in the table below:


*Portfolio*	Average Month-End Notional Amount		December 31, 2012 Notional Amount
Disciplined Equity Fund	$	46,826,619	$	93,715,000
Dividend Capture Fund		1,114,000		820,000
Global Select Markets Fund		621,538		—
Growth Fund		625,000		—
Income Equity Fund		1,711,038		—
Real Strategies Fund		2,327,904		—
Situs Fund		9,969,615		4,750,000

Annual Shareholder Report

154

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*

amounts under the security lending agreement. The Funds receive payments from the borrowers equivalent to the dividends and interest that would have been earned on securities on loan. In addition, the Funds lending securities receive an annual minimum securities lending fee and retain a portion of the interest, dividends and other distributions received on investment of cash collateral. 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. Huntington National Bank (“Huntington”) serves as the custodian for related collateral and receives an annual securities lending fee for collateral monitoring and recordkeeping services.

Fund

Value of
Loaned
Securities

Value of
Collateral

Average Loan
Outstanding
During
the Period

Securities Lending
Income Received
by the Funds

Fees Paid by the
Funds to
Huntington from
Securities Lending

Dividend Capture Fund

9,610,624

9,634,051

11,526,306

58,795

9,042

Global Select Markets Fund

1,530,738

1,593,389

2,406,213

37,175

6,405

Growth Fund

1,363,693

1,390,967

3,984,835

33,885

5,651

Income Equity Fund

14,749,495

15,044,485

12,398,778

26,687

3,616

International Equity Fund

1,462,448

1,478,160

15,429,422

239,205

41,063

Mid Corp America Fund

6,074,742

6,116,911

5,229,766

152,888

31,268

Real Strategies Fund

20,583,002

20,507,976

14,920,661

851,974

149,933

Rotating Markets Fund

1,840,533

1,839,691

3,264,452

10,409

1,507

Situs Fund

25,938,935

25,978,626

21,323,285

288,144

49,349

Mortgage Securities Fund

692,745

705,024

1,148,687

3,510

564

All cash collateral received is held and administered by the Funds’ custodian for the benefit of the Funds in the applicable custody account or other account established for the purpose of holding collateral. Pursuant to the Funds’ securities lending agreement, and according to normal operating procedures, the custodian segregated an additional $469,469 and $37,653 in collateral the following business day for securities on loan in the Real Strategies Fund and Rotating Markets Fund as of December 31, 2012.

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, 2012, the Real Strategies Fund and Fixed Income Securities Fund held illiquid restricted securities representing 4.74% and 9.34% respectively, of net assets as listed below:

Issuer Description

Acquisition Date

Principal Amount

Cost

Value

Real Strategies Fund:

Discount Retail Portfolio II DST

11/30/11

N/A

950,000

884,472

Grocery & Pharmacy DST

8/26/11

N/A

950,000

919,418

New York Power DST

7/21/11

N/A

950,000

862,254

Scotts Gahanna LLC

12/13/11

N/A

1,344,000

1,143,804

Winston-Salem DST

2/22/12

N/A

950,000

859,037

Annual Shareholder Report

155

Notes to Financial Statements (Continued)

Issuer Description

Acquisition Date

Principal Amount

Cost

Value

Fixed Income Securities Fund:

American Express Co., 4.050%,12/3/42

12/4/12

2,700,000

2,563,098

2,712,123

Bank of Nova Scotia, 1.950%, 1/30/17

2/3/12

5,000,000

5,083,543

5,208,000

Bank of Montreal, 2.500%, 1/11/17

6/19/12

5,000,000

5,148,369

5,241,185

Barrick International Bank Corp., 5.750%, 10/15/16

2/20/09

2,000,000

1,955,387

2,294,262

Canadian Imperial Bank of Commerce, 2.600%, 7/2/15

10/25/11

5,000,000

5,131,140

5,254,000

Royal Bank of Canada, 3.125%, 4/14/15

5/3/11

5,000,000

5,111,351

5,289,000

Toronto-Dominion Bank, 2.200%, 7/29/15

6/29/11

3,000,000

3,038,878

3,126,000

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, Mid Corp America Fund, Rotating Markets Fund, Situs 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.

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. tax treatment of foreign currency gain/loss, paydowns, expiration of capital loss carryforwards and carryovers of tax attributes due to mergers, 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.

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.

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.

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.

Annual Shareholder Report

156

As of December 31, 2012, 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

74,379,803

—

Money Market Fund

346,332,439

—

Ohio Municipal Money Market Fund

131,738,287

—

U.S. Treasury Money Market Fund

845,845,096

—

Disciplined Equity Fund

82,129,786

14,665,916

(1,441,922

)

13,223,994

Dividend Capture Fund

195,067,243

10,844,376

(4,207,965

)

6,636,411

Global Select Markets Fund

39,986,470

3,710,467

(2,404,185

)

1,306,282

Growth Fund

115,535,426

19,123,870

(999,348

)

18,124,522

Income Equity Fund

141,124,836

14,004,811

(2,630,086

)

11,374,725

International Equity Fund

250,161,029

56,662,469

(11,010,130

)

45,652,339

Mid Corp America Fund

96,418,285

46,438,777

(2,313,280

)

44,125,497

Real Strategies Fund

118,729,881

10,588,854

(10,396,869

)

191,985

Rotating Markets Fund

42,491,137

2,642,021

(2,760,165

)

(118,144

)

Situs Fund

163,499,601

87,477,707

(3,004,110

)

84,473,597

Fixed Income Securities Fund

288,311,480

21,003,043

(412,467

)

20,590,576

Intermediate Government Income Fund

113,099,665

8,098,361

(63,494

)

8,034,867

Mortgage Securities Fund

72,764,370

6,400,206

(28,904

)

6,371,302

Ohio Tax-Free Fund

51,864,087

2,298,473

(88,344

)

2,210,129

Short/Intermediate Fixed Income Securities Fund

193,646,127

4,349,894

(81,847

)

4,268,047

Balanced Allocation Fund

16,795,028

1,469,360

(54,097

)

1,415,263

Conservative Allocation Fund

4,535,751

323,196

(19,990

)

303,206

Growth Allocation Fund

11,744,657

1,481,012

(45,401

)

1,435,611

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, 2012, 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

—

7,882

—

7,882

Money Market Fund

40,359

—

40,359

—

40,359

Ohio Municipal Money Market Fund

—

14,267

—

14,267

U.S. Treasury Money Market Fund

28,863

—

28,863

—

28,863

Disciplined Equity Fund

950,448

—

950,448

—

950,448

Dividend Capture Fund

7,091,056

—

7,091,056

—

7,091,056

Global Select Markets Fund

159,999

—

159,999

—

159,999

Growth Fund

881,262

6,218,088

7,099,350

—

7,099,350

Income Equity Fund

4,533,102

—

4,533,102

—

4,533,102

International Equity Fund

4,779,378

—

4,779,378

—

97,049

4,876,427

Mid Corp America Fund

216,660

18,816,596

19,033,256

—

19,033,256

Real Strategies Fund

1,310,003

—

1,310,003

—

1,310,003

Rotating Markets Fund

797,997

5,160,037

5,958,034

—

5,958,034

Situs Fund

1,931,376

5,252,780

7,184,156

—

7,184,156

Fixed Income Securities Fund

8,130,390

2,353,712

10,484,102

—

10,484,102

Intermediate Government Income Fund

2,771,516

125,367

2,896,883

—

2,896,883

Mortgage Securities Fund

2,641,414

523,315

3,164,729

—

3,164,729

Ohio Tax-Free Fund

202,643

891,712

1,094,355

1,013,080

—

2,107,435

Short/Intermediate Fixed Income Securities Fund

2,683,509

—

2,683,509

—

2,683,509

Balanced Allocation Fund

539,385

1,290,511

1,829,896

—

1,829,896

Conservative Allocation Fund

185,980

757,933

943,913

—

943,913

Growth Allocation Fund

353,776

1,459,352

1,813,128

—

1,813,128

*	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

157

Notes to Financial Statements (Continued)

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

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.

As of December 31, 2012, the components of accumulated earnings (deficit) were as follows:


*Fund*	Undistributed Ordinary Income		Undistributed Tax Exempt Income		Undistributed Long-Term Capital Gains		Accumulated Earnings		Accumulated Capital and Other Losses			Other Temporary Differences			Unrealized Appreciation (Depreciation)			Total Accumulated Earnings (Deficit)
Tax-Free Money Market Fund	$	—	$	849	$	—	$	849	$	(131,697	)	$	—		$	—		$	(130,848	)
Money Market Fund		70		—		—		70		(177,140	)		—			—			(177,070	)
Ohio Municipal Money Market Fund		—		129		—		129		(294,657	)		—			—			(294,528	)
U.S. Treasury Money Market Fund		—		—		—		—		(882	)		(105	)		—			(987	)
Disciplined Equity Fund		442		—		—		442		(10,839,419	)		—			13,764,866			2,925,889
Dividend Capture Fund		—		—		—		—		(14,692,340	)		—			6,646,386			(8,045,954	)
Global Select Markets Fund		399,207		—		—		399,207		(1,777,795	)		—			1,304,690			(73,898	)
Growth Fund		—		—		834,874		834,874		—			—			18,124,522			18,959,396
Income Equity Fund		62,607		—		—		62,607		(10,183,952	)		—			11,374,795			1,253,450
International Equity Fund		—		—		—		—		(13,851,153	)		—			45,658,146			31,806,993
Mid Corp America Fund		215,398		—		3,417,740		3,633,138		(2,200,408	)		—			44,125,497			45,558,227
Real Strategies Fund		—		—		—		—		(18,722,940	)		—			191,985			(18,530,955	)
Rotating Markets Fund		—		—		—		—		(66,526	)		—			(118,144	)		(184,670	)
Situs Fund		119,551		—		—		119,551		—			—			84,558,425			84,677,976
Fixed Income Securities Fund		—		—		953,917		953,917		—			(52,126	)		20,590,576			21,492,367
Intermediate Government Income Fund		190,993		—		105,093		296,086		—			—			8,034,867			8,330,953
Mortgage Securities Fund		10,258		—		203,073		213,331		—			—			6,371,302			6,584,633
Ohio Tax-Free Fund		39,880		—		309,073		348,953		—			—			2,210,129			2,559,082
Short/Intermediate Fixed Income Securities Fund		—		—		51,757		51,757		—			—			4,268,047			4,319,804
Balanced Allocation Fund		1,699		—		459,073		460,772		(1,013	)		—			1,415,263			1,875,022
Conservative Allocation Fund		1,460		—		60,905		62,365		—			—			303,206			365,571
Growth Allocation Fund		3,079		—		427,637		430,716		—			—			1,435,611			1,866,327

Annual Shareholder Report

158

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, 2012 the Funds deferred post October capital and late year ordinary losses as follows:


*Fund*	Capital Losses		Late Year Ordinary Losses
Global Select Markets Fund	$	963,110	$	—
Income Equity Fund		3,170,369		—
International Equity Fund		—		55,271
Real Strategies Fund		564,260		47,585
Rotating Markets Fund		66,435		91
Balanced Allocation Fund		1,013		—

As of December 31, 2012, 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

2013

2014

2015

2016

2017

2018

Tax-Free Money Market Fund

5,818

4,861

1,434

60,543

55,252

—

Money Market Fund

7,224

921

106

—

Ohio Municipal Money Market Fund

25,291

7,739

12,350

—

193,762

14,231

Dividend Capture Fund

—

14,692,340

—

Income Equity Fund

—

6,937,588

—

International Equity Fund

—

2,956,288

3,821,239

Mid Corp America Fund

—

2,200,408

—

Real Strategies Fund

—

145,084

15,813,875

2,136,294

*	Future utilization of these losses is limited due to merger related capital loss carryover limitations.

During the year ended December 31, 2012, the Dividend Capture Fund, Income Equity Fund, Mid Corp America Fund, Real Strategies Fund, Rotating Markets Fund, Mortgage Securities Fund and Short/Intermediate Fixed Income Securities Fund utilized $8,053,467, $5,669,414, $342,118, $2,593,339, $3,654,675, $1,170,801 and $1,214,105, respectively, in capital loss carryforwards.

At December 31, 2012, the Tax-Free Money Market Fund, Money Market Fund and Ohio Municipal Money Market Fund had capital loss carryforwards expire in the amounts of $1,529, $3,032 and $463, respectively.

During the year ended December 31, 2012, capital loss carryfoward from the New Economy Fund (merged into the Mid Corp America Fund) expired in the amount of $17,781,917.

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 Act are as follows:


	*Loss Carryforward Character*
*Fund*	*Short Term*		*Long Term*
Tax-Free Money Market Fund	$	3,789	$	—
Money Market Fund		168,889		—
Ohio Municipal Money Market Fund		41,284		—
U.S. Treasury Money Market Fund		882		—
Disciplined Equity Fund		4,212,722		6,626,697
Global Select Markets Fund		806,135		8,550
International Equity Fund		4,290,312		2,728,043

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 Pronouncement*

Annual Shareholder Report

159

Notes to Financial Statements (Continued)

understand the effect of those arrangements on the entity’s financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of International Financial Reporting Standards. ASU 2011-11 is effective for fiscal years beginning on or after January 1, 2013, and interim periods within those annual periods. At this time, management is evaluating the implications of ASU 2011-11 and its impact on the financial statements has not yet been determined.

M.	*Subsequent Event*

Effective February 1, 2013, the Advisor has contractually agreed to waive all or a portion of its management fee and/or reimburse certain operating expenses of the U.S. Treasury Money Market Fund to the extent necessary in order to limit the Fund’s total annual operating expenses (after fee waivers and/or expenses reimbursements, and exclusive of brokerage costs, interest, taxes and dividends, and extraordinary expenses) to not more than 0.25% and 0.50% of the Trust Shares and Class A Shares average daily net assets, respectively, through April 30, 2015.

(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 Fund

0.30

0.25

0.20

Ohio Municipal Money Market Fund

0.30

0.25

0.20

Disciplined Equity Fund

0.60

0.55

0.50

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

Mid Corp America Fund

0.75

0.70

0.65

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

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. 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.

The Tax-Free Money Market Fund, Money Market Fund, Ohio Municipal Money Market Fund and U.S. Treasury Money Market Fund are 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% (0.05% for the Trust Shares and 0.00% for the Class A Shares of the U.S. Treasury Money Market Fund) 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 their

applicable minimum yield. Prior to November 15, 2012, the Advisor had 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% in both share classes.

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, 2013.

Effective September 28, 2012, the Advisor has agreed to contractually waive all or a portion of its investment advisory fee for Dividend Capture 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 0.90% and 1.15% of Trust Shares and Class A Shares, respectively, through April 30, 2015.

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

Annual Shareholder Report

160

expenses to not more than 1.90% and 2.15% of Trust Shares and Class A Shares, respectively, through April 30, 2013.

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, 2013.

Amounts waived or reimbursed in the contractual period may be recouped by the Advisor within three years of the waiver and/or reimbursement. As of December 31, 2012, 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	$	474,740		2013
		538,831		2014
		605,012		2015
Money Market Fund		2,696,185		2013
		2,629,761		2014
		2,608,992		2015
Ohio Municipal Money Market Fund		1,357,243		2013
		1,218,010		2014
		1,176,269		2015
U.S. Treasury Money Market Fund		2,375,535		2013
		2,637,763		2014
		2,500,289		2015
Disciplined Equity Fund		32,303		2014
		24,912		2015
Dividend Capture Fund		254,226		2015
Global Select Markets Fund		19,914		2013
Balanced Allocation Fund		28,952		2013
		37,593		2014
		42,051		2015
Conservative Allocation Fund		11,431		2013
		15,227		2014
		15,187		2015
Growth Allocation Fund		40,912		2013
		41,180		2014
		46,866		2015

Administrative Fees— Effective December 1, 2012, Huntington Asset Services, Inc. (“HASI”), a wholly owned subsidiary of Huntington Bancshares, Incorporated, replaced Huntington as Administrator to the Trust. Prior to December 1, 2102 Huntington served as the Administrator and HASI as the Sub-Administrator to the Trust. The fees paid for administrative services are based on the level of average net assets of each Fund for the period.


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 (except for the Asset Allocation Funds) 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, 2012, Huntington and its affiliates received $5,507,486 in shareholder service fees. For the year ended December 31, 2012, Unified Financial Securities, Inc., the Funds’ distributor, received underwriter commissions of $92,117 earned on sales of Class A Shares. For the year ended December 31, 2012, the Funds paid $364,276 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 $135,188 annually.

General—Certain officers of the Trust are Officers, Directors and/or Trustees of the above companies.

Annual Shareholder Report

161

Notes to Financial Statements (Continued)

$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 year ended December 31, 2012, actual Trustee compensation was $292,000 in aggregate from the Trust.

Pursuant to an exemptive order issued by the Securities and Exchange Commission, the Funds may invest in certain affiliated money market funds which are managed by the Advisor. Income distributions earned from investments in these funds are recorded as income from affiliates in the accompanying financial statements. A summary of each Fund’s investment in such affiliated money market funds is set forth below:

Money Market Fund

12/31/11
Market Value

Purchases

Sales

12/31/12
Market Value

Income

Disciplined Equity Fund

5,320,691

34,772,182

(40,092,873

)

—

644

Dividend Capture Fund

1,668,276

53,125,500

(54,793,776

)

—

386

Global Select Markets Fund

15,861

30,879,547

(30,895,408

)

—

106

Growth Fund

7,003,037

86,039,614

(93,042,651

)

—

533

Income Equity Fund

1,958,941

20,734,201

(22,693,142

)

—

163

International Equity Fund

8,602,735

59,470,894

(68,073,629

)

—

1,156

Mid Corp America Fund

3,584,660

32,782,655

(36,367,315

)

—

574

Real Strategies Fund

1,616,330

24,839,407

(26,455,737

)

—

298

Rotating Markets Fund

494,529

12,329,877

(12,824,406

)

—

Situs Fund

2,858,167

42,811,401

(45,669,568

)

—

420

Fixed Income Securities Fund

10,236,344

75,943,601

(86,179,945

)

—

637

Intermediate Government Income Fund

1,933,516

43,603,192

(45,536,708

)

—

322

Mortgage Securities Fund

4,172,889

58,777,967

(62,950,856

)

—

382

Short/Intermediate Fixed Income Securities Fund

791,255

92,927,743

(93,718,998

)

—

288

U.S. Treasury Money Market Fund

12/31/11
Market Value

Purchases

Sales

12/31/12
Market Value

Income

Disciplined Equity Fund

—

11,479,186

(5,575,480

)

5,903,706

266

Dividend Capture Fund

—

8,772,881

(5,418,738

)

3,354,143

154

Global Select Markets Fund

—

2,964,902

(1,926,786

)

1,038,116

Growth Fund

—

6,241,760

(4,619,866

)

1,621,894

Income Equity Fund

—

17,730,506

(16,339,018

)

1,391,488

158

International Equity Fund

—

24,742,883

(14,025,209

)

10,717,674

748

Mid Corp America Fund

—

17,282,683

(13,751,161

)

3,531,522

192

Real Strategies Fund

—

8,692,335

(3,296,703

)

5,395,632

220

Rotating Markets Fund

—

4,836,711

(3,451,023

)

1,385,688

Situs Fund

—

11,100,479

(7,511,551

)

3,588,928

280

Fixed Income Securities Fund

—

15,695,923

(10,396,698

)

5,299,225

216

Intermediate Government Income Fund

—

9,731,845

(7,124,756

)

2,607,089

140

Mortgage Securities Fund

—

14,053,765

(10,113,725

)

3,940,040

121

Short/Intermediate Fixed Income Securities Fund

—

6,541,673

(4,390,890

)

2,150,783

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

12/31/11
Market Value

Purchases

Sales

12/31/12
Market Value

Income

Money Market Fund

392,902

4,270,476

(4,663,378

)

—

U.S. Treasury Money Market Fund

—

1,297,801

(1,068,309

)

229,492

Disciplined Equity Fund

—

1,958,716

(885,893

)

1,070,033

10,638

Dividend Capture Fund

1,180,570

99,683

(787,215

)

569,908

25,005

Global Select Markets Fund

579,943

1,240,012

(1,487,589

)

394,114

1,620

Growth Fund

3,469,274

3,201,289

(4,596,436

)

2,160,587

16,829

Income Equity Fund

3,231,359

524,818

(2,017,876

)

1,986,378

76,288

International Equity Fund

2,501,390

814,394

(1,588,437

)

2,047,158

33,529

Mid Corp America Fund

1,127,411

1,858,642

(2,549,437

)

970,450

1,626

Situs Fund

1,984,456

974,950

(2,256,358

)

975,336

8,436

Fixed Income Securities Fund

4,252,688

834,927

(2,330,054

)

2,772,839

81,809

Intermediate Government Income Fund

1,985,449

387,809

(1,071,202

)

1,293,512

29,545

Mortgage Securities Fund

1,137,097

197,149

(595,117

)

739,706

20,692

Short/Intermediate Fixed Income Securities Fund

1,967,727

365,828

(1,053,095

)

1,291,306

17,909

Huntington US Equity Rotation Strategy ETF

—

1,761,530

(39,923

)

1,709,472

4,383

Annual Shareholder Report

162

Conservative Allocation Fund

12/31/11
Market Value

Purchases

Sales

12/31/12
Market Value

Income

Money Market Fund

166,086

2,619,446

(2,785,532

)

—

U.S. Treasury Money Market Fund

—

189,557

(173,645

)

15,912

Disciplined Equity Fund

—

394,138

(280,124

)

109,900

1,093

Dividend Capture Fund

248,290

30,084

(236,745

)

58,540

3,085

Global Select Markets Fund

122,014

19,525

(114,237

)

40,486

166

Growth Fund

730,551

140,198

(722,207

)

221,908

1,679

Income Equity Fund

679,101

126,937

(655,346

)

204,022

9,579

International Equity Fund

525,195

128,400

(506,878

)

210,329

3,445

Mid Corp America Fund

237,016

56,148

(255,842

)

99,676

168

Situs Fund

417,503

60,247

(440,939

)

100,194

883

Fixed Income Securities Fund

5,279,315

682,143

(4,332,967

)

1,638,243

67,349

Intermediate Government Income Fund

2,464,781

331,476

(2,021,277

)

764,224

24,814

Mortgage Securities Fund

1,411,773

163,512

(1,144,442

)

437,018

16,115

Short/Intermediate Fixed Income Securities Fund

2,442,796

304,662

(1,997,841

)

762,913

14,943

Huntington US Equity Rotation Strategy ETF

—

193,596

(20,407

)

175,592

461

Growth Allocation Fund

12/31/11
Market Value

Purchases

Sales

12/31/12
Market Value

Income

Money Market Fund

242,736

3,571,190

(3,813,926

)

—

U.S. Treasury Money Market Fund

—

1,140,725

(1,009,488

)

131,237

Disciplined Equity Fund

—

2,196,982

(1,181,072

)

1,017,758

10,118

Dividend Capture Fund

1,215,602

120,751

(875,408

)

542,030

23,548

Global Select Markets Fund

596,904

146,749

(436,732

)

374,815

1,540

Growth Fund

3,571,521

613,702

(2,426,454

)

2,055,026

15,649

Income Equity Fund

3,326,710

597,840

(2,289,679

)

1,889,296

70,770

International Equity Fund

2,573,980

772,536

(1,729,856

)

1,946,752

31,885

Mid Corp America Fund

1,160,455

249,652

(911,618

)

923,021

1,540

Situs Fund

2,042,634

235,986

(1,683,639

)

927,573

7,935

Fixed Income Securities Fund

1,315,105

372,287

(896,931

)

794,425

23,357

Intermediate Government Income Fund

613,972

175,814

(416,567

)

370,597

8,460

Mortgage Securities Fund

351,592

94,553

(234,533

)

211,931

5,836

Short/Intermediate Fixed Income Securities Fund

608,465

173,979

(415,871

)

369,966

5,102

Huntington US Equity Rotation Strategy ETF

608,465

1,657,938

(33,987

)

1,625,841

4,111

(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 of Real Strategies Fund’s holdings in the securities of such issuers is set forth below:

12/31/11
Market Value

Change in
unrealized
appreciation
(depreciation)

Purchases

Sales

12/31/12
Market Value

Income

Discount Retail Portfolio II DST

958,307

(73,835

)

—

884,472

78,439

New York Power DST

949,088

(86,834

)

—

862,254

69,554

Scotts Gahanna LLC*

1,428,252

(284,448

)

—

1,143,804

92,136

*	Controlled affiliate in which the Real Stategies Fund owns 25% or more of the outstanding voting securities.

(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.

Annual Shareholder Report

163

Notes to Financial Statements (Continued)

(6)

Investment Transactions

Purchases and sales of investments, excluding short-term securities, for the year ended December 31, 2012, were as follows:


*Fund*	*Purchases*		*Sales*
Disciplined Equity	$	22,538,063	$	7,411,727
Dividend Capture Fund		219,949,652		184,400,551
Global Select Markets Fund		39,235,326		43,486,780
Growth Fund		177,457,680		175,444,289
Income Equity Fund		265,396,168		254,255,665
International Equity Fund		66,210,894		71,973,005
Mid Corp America Fund*		23,564,144		47,441,220
Real Strategies Fund		27,652,739		30,564,942
Rotating Markets Fund		41,402,152		41,323,257
Situs Fund		21,579,568		31,402,279
Fixed Income Securities Fund		105,096,883		89,723,171
Intermediate Government Income Fund		26,681,792		44,223,637
Mortgage Securities Fund		26,445,829		56,787,272
Ohio Tax-Free Fund		27,676,776		26,128,468
Short/Intermediate Fixed Income Securities Fund		49,525,922		76,956,985
Balanced Allocation Fund		14,786,237		25,645,553
Conservative Allocation Fund		2,709,465		13,661,189
Growth Allocation Fund		7,811,813		17,919,775

*	Excludes $15,657,675 and $3,471,643 purchases and sales, respectively, related to the securities held in the New Economy Fund prior to the merger.

Purchases and sales of long-term U.S. government securities, for the year ended December 31, 2012, were as follows:


*Fund*	*Purchases*		*Sales*
Fixed Income Securities Fund	$	31,804,883	$	36,309,357
Intermediate Government Income Fund		17,499,272		42,223,637
Mortgage Securities Fund		23,267,017		51,349,740
Short/Intermediate Fixed Income Securities Fund		1,501,245		31,651,076

(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, 2012, 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.

Annual Shareholder Report

164

Notes to Financial Statements (Continued)

(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, 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. Each fund in the Trust pays a pro-rata portion of this facility fee plus any interest on amounts borrowed. For the year ended December 31, 2012, the following Funds had borrowings under this Line of Credit.

Fund

Average
Loan Balance

Weighted
Average
Interest Rate

Number of
Days
Outstanding*

Interest
Expense
Incurred

Maximum
Loan
Outstanding

Dividend Capture Fund

105,099

1.41

105,099

Global Select Markets Fund

20,359

1.41

20,359

Growth Fund

4,000,000

1.51

841

4,000,000

International Equity Fund

78,754

1.41

195,814

Mid Corp America Fund

3,534,841

1.41

686

5,774,922

Real Strategies Fund

1,447,146

1.41

1,447,146

Rotating Markets Fund

128,229

1.41

211,302

Situs Fund

2,297,993

1.44

368

3,191,970

Intermediate Government Income Fund

16,373

1.41

16,373

Mortgage Securities Fund

38,787

1.41

38,787

Ohio Tax-Free Fund

767,086

1.41

767,086

Short/Intermediate Fixed Income Securities Fund

690,636

1.41

1,190,636

Growth Allocation Fund

694

1.41

—

694

*	Number of Days Outstanding represents the total days during the year ended December 31, 2012 that each Fund utilized the Line of Credit.

**	Amount is less than $0.005.

As of December 31, 2012, the Funds had no outstanding borrowings under this Line of Credit.

(10)

Other Tax Information (unaudited)

For the year ended December 31, 2012, 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 2012 Form 1099-DIV.

For the year ended December 31, 2012, the following Funds paid qualified dividend income:


*Fund*	Qualified Dividend Income
Disciplined Equity		100.0	%
Dividend Capture Fund		62.8	%
Global Select Markets Fund		100.0	%
Growth Fund		100.0	%
Income Equity Fund		79.2	%
International Equity Fund		97.3	%
Mid Corp America Fund		100.0	%
Real Strategies Fund		88.0	%
Rotating Markets Fund		88.8	%
Situs Fund		100.0	%
Mortgage Securities Fund		7.0	%
Balanced Allocation Fund		29.1	%
Conservative Allocation Fund		9.1	%
Growth Allocation Fund		32.9	%

For the taxable year ended December 31, 2012, 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		100.0	%
Dividend Capture Fund		93.8	%
Global Select Markets Fund		100.0	%
Growth Fund		100.0	%
Income Equity Fund		91.8	%
International Equity Fund		100.0	%
Mid Corp America Fund		100.0	%
Real Strategies Fund		100.0	%
Rotating Markets Fund		89.5	%
Situs Fund		100.0	%
Fixed Income Securities Fund		3.3	%
Mortgage Securities Fund		15.3	%
Balanced Allocation Fund		46.0	%
Conservative Allocation Fund		27.1	%
Growth Allocation Fund		51.2	%

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165

Notes to Financial Statements (Continued)

For the year ended December 31, 2012, 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		100.0	%
U.S. Treasury Money Market Fund		100.0	%
Fixed Income Securities Fund		100.0	%
Intermediate Government Income Fund		99.2	%
Mortgage Securities Fund		100.0	%
Short/Intermediate Fixed Income Securities Fund		100.0	%
Balanced Allocation Fund		44.1	%
Conservative Allocation Fund		84.9	%
Growth Allocation Fund		19.4	%

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*
Growth Fund	$	6,218,088
Mid Corp America Fund		18,816,596
Rotating Markets Fund		5,160,037
Situs Fund		5,252,780
Fixed Income Securities Fund		2,353,712
Intermediate Government Income Fund		125,367
Mortgage Securities Fund		523,315
Ohio Tax-Free Fund		891,712
Balanced Allocation Fund		1,290,511
Conservative Allocation Fund		757,933
Growth Allocation Fund		1,459,352

The Funds designated the following amounts as short term capital gain distributions:


*Fund*	*Short Term* *Capital Gains* *Paid Amount*
Mid Corp America Fund	$	66,663
Situs Fund		1,606,375
Fixed Income Securities Fund		546,696
Ohio Tax-Free Fund		202,643
Balanced Allocation Fund		343,506
Conservative Allocation Fund		101,043
Growth Allocation Fund		226,251

The following funds intend 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, 2012 are as follows:


*Fund*	*Foreign* Source Income	Foreign Tax Expense
Global Select Markets Fund	0.22		0.01
International Equity Fund	0.29		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 2012. These shareholders will receive more detailed information along with their 2012 Form 1099-DIV.

Annual Shareholder Report

166

Report of Independent Registered Public Accounting Firm

The Board of Trustees and Shareholders of The Huntington Funds:

We have audited the accompanying statements 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 Mid Corp America Fund, Huntington Real Strategies Fund, Huntington Rotating Markets Fund, Huntington Situs 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-two of the portfolios constituting The Huntington Funds, collectively referred to as the “Funds”), including the portfolios of investments, as of December 31, 2012 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 audits.

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, 2012, by correspondence with the custodians and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide 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 referred to above at December 31, 2012, 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 28, 2013

Annual Shareholder Report

167

Board of Trustees and Trust Officers

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 46208. Unless otherwise noted, each officer is elected annually. The Huntington Funds consists of 36 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: 63

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.

*	B. Randolph Bateman has been deemed an Interested Trustee due to the positions he holds with The Huntington National Bank and its affiliates.

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: 70

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.

Eddie R. Munson

Age: 62

TRUSTEE

Began serving: June 2012

Principal Occupation: Retired (September 2006-present).

Previous Positions: Certified Public Accountant, KPMG LLP (June 1972-September 2006)

Other Directorships Held: Board Member, The Huntington Strategy Shares; Board Member, Bearingpoint (2006-2008); Board Member, United American Healthcare (September 2006-June 2008); Board Member, Caraco (June 2011-December 2011).

Tadd C. Seitz

Age: 71

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: 52

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.

Thomas J. Westerfield

Age: 57

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.

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168

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: 59

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

Joseph L. Rezabek

Age: 44

PRESIDENT

Began Serving: February 2013

Principal Occupations: President, HASI (March 2012 to present); Executive Vice President, The Huntington National Bank (March 2012 to present).

Previous Positions: Managing Director, Citi (2006-2012), Chief Operating Officer, State Street Europe (1999-2006)

R. Jeffrey Young

Age: 48

CHIEF EXECUTIVE OFFICER

Began Serving: February 2010

Principal Occupations: Senior Vice President, HASI (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-Janaury 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: 36

VICE PRESIDENT

Began Serving: February 2010

Principal Occupations: Vice President, Relationship Management, HASI (2008 to present).

Previous Position: Vice President, Transfer Agency Operations, HASI (2002 to 2008).

David R. Carson

Age: 54

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: 46

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)

Jay S. Fitton

Age: 43

SECRETARY

Began Serving: February 2012

Principal Occupations: Vice President of Legal Administration for HASI (November 2011 to present).

Previous Positions: Vice President and Senior Counsel, J.P. Morgan Chase (February 2007-April 2007).

Annual Shareholder Report

169

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 9, 2012, the Board unanimously 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 Advisor also provided a presentation of its past and current initiatives. 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 it reviews detailed information about the Funds’ performance on a quarterly basis. 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-, and five-year and since-inception periods, as applicable, ending March 31, 2012, as well as each Fund’s performance compared to its benchmark index for the one-, three-, five-, and ten-year and since-inception periods, as applicable, ending June 30, 2012.

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 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, 2013. The Board also considered the Advisor’s agreement with the Trust with respect to the Disciplined Equity Fund and the Global Select Markets Fund, whereby the Advisor agreed to waive all or a portion of its advisory fee in order to limit the Fund’s total annual fund operation expenses for the period ending April 30, 2013. 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%. The Trustees determined that the profitability of the Advisor was acceptable in relation to the nature and quality of services provided to the Funds.

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170

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 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 used Lipper peer group information provided by Strategic Insight, Inc. with respect to its comparable fee and performance analysis for the Funds. The data for the fee and performance analysis was generated on an aggregate portfolio level since not all Funds offer the same types of share classes. 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’ combined advisory fee and administrative fee and total expenses were reasonable in light of the quality and nature of services provided by the Advisor and its affiliates.

I.	HUNTINGTON MONEY MARKET FUNDS

Huntington Tax-Free Money Market Fund

Annual Shareholder Report

171

Investment Contract Review Disclosure (Continued)

average of its Lipper peer group for the three-year and since-inception periods ended March 31, 2012. For the five-year period ended March 31, 2012, the Board noted that the Fund outperformed the average and underperformed the median of its Lipper peer group. 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 advisory fee and administrative fee is below the average and median of its Lipper peer group and that the Fund’s total expenses were below the average and median of its Lipper peer group.

Huntington Money Market Fund

Among other data considered, the Board noted that the Fund underperformed the median and average of its Lipper peer group for the one-, three-, and five-year periods ended March 31, 2012. The Board also noted that the Fund outperformed the median and average of its Lipper peer group for the since-inception period ended March 31, 2012. 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 advisory fee and administrative fee is below the average and median of its Lipper peer group and that the Fund’s total expenses were above the average and median of its Lipper 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.

Huntington Ohio Municipal Money Market Fund

Among other data considered, the Board noted that the Fund outperformed its Lipper peer group for the since-inception period ended March 31, 2012. The Board also noted that the Fund’s performance was equal to the median and average of its Lipper peer group for the one-year period ended March 31, 2012, and that the Fund underperformed the median and average of its Lipper peer group for the three-year period ended March 31, 2012. For the five-year period ended March 31, 2012, the Board noted that the Fund outperformed the average and underperformed the median of its Lipper peer group. 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 advisory fee and administrative fee is below the average and median of its Lipper peer group and that the Fund’s total expenses are below the average and median of its Lipper peer group.

Huntington U.S. Treasury Money Market Fund

Among other data considered, the Board noted that the Fund’s performance was equal to the median and average of its Lipper peer group for the one-year period ended March 31, 2012, and underperformed the median and average of its Lipper peer group for the three- and five-year periods ended March 31, 2012. For the since-inception period ended March 31, 2012, the Board noted that the Fund outperformed the average and median of its Lipper peer group. 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 advisory fee and administrative fee is below the average and median of its Lipper peer group and that the Fund’s total expenses were below the average and median of its Lipper peer group.

II.

HUNTINGTON EQUITY FUNDS

Huntington Disciplined Equity Fund

Among other data considered, the Board noted that the Fund underperformed the median and average of its Lipper peer group for the since-inception period ended March 31, 2012. The Board also noted that the Fund underperformed its benchmark index for the since-inception period ended June 30, 2012. The Board noted that the Fund’s combined advisory fee and administrative fee is below the median and average of its Lipper peer group and that the Fund’s total expenses were above the median and average of its Lipper peer group. The Board took into account the advisor’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.

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172

Huntington Dividend Capture Fund

Among other data considered, the Board noted that the Fund outperformed the median and average of its Lipper peer group for the one-, three- and five-year and since-inception periods ended March 31, 2012. The Board also noted that the Fund outperformed its benchmark index for the five-year and since-inception periods ended June 30, 2012, and underperformed its benchmark index for the one-, three-, and ten-year periods ended June 30, 2012. The Board noted that the Fund’s combined advisory fee and administrative fee and total expenses were above the median and average of its Lipper peer group.

Huntington Global Select Markets Fund

Among other data considered, the Board noted that the Fund underperformed the median and average of its Lipper peer group for the one-year period ended March 31, 2012. The Board also noted that the Fund underperformed the median and outperformed the average of its Lipper peer group for the since-inception period ended March 31, 2012. The Board noted that the Fund underperformed its benchmark index for the one-year and since-inception periods ended June 30, 2012. The Board also noted that the Fund’s combined advisory fee and administrative fee and total expenses were above the median and average of its Lipper peer group. The Board took into account the advisor’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 Growth Fund

Among other data considered, the Board noted that the Fund underperformed the median and average of its Lipper peer group for the one-, three- and five-year periods ended March 31, 2012. The Board noted that the Fund underperformed the median and outperformed the average of its Lipper peer group for the since-inception period ended March 31, 2012. The Board also noted that the Fund underperformed its benchmark index for the one-, three-, five-, and ten-year and since-inception periods ended June 30, 2012. The Board noted that the Fund’s combined advisory fee and administrative fee was above the average and below the median of its Lipper peer group, and that the Fund’s total expenses were below the median and average of its Lipper peer group. The Board took into account the advisor’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 the median and average of its Lipper peer group for the one- and three-year and since-inception periods ended March 31, 2012. The Board noted that the Fund’s performance was equal to the average and outperformed the median of its Lipper peer group for the five-year period ended March 31, 2012. The Board further noted that the Fund outperformed its benchmark index for the one-, three-, and five-year and since-inception periods ended June 30, 2012. The Board noted that the Fund underperformed its benchmark index for the ten-year period ended June 30, 2012. The Board also noted that the Fund’s combined advisory fee and administrative fee and total expenses were above the average and median of its Lipper peer group.

Huntington International Equity Fund

Among other data considered, the Board noted that the Fund underperformed the median and average of its Lipper peer group for the three-year and since-inception periods ended March 31, 2012. The Board noted that the Fund outperformed the median and average of its Lipper peer group for the one- and five-year periods ended March 31, 2012. The Board further noted that the Fund outperformed its benchmark index for the one-, five-, and ten-year and since-inception periods ended June 30, 2012. The Board noted that the Fund underperformed its benchmark index for the three-year period ended June 30, 2012. The Board noted that the Fund’s combined advisory fee and administrative fee and total expenses were above the average and median of its Lipper peer group.

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173

Investment Contract Review Disclosure (Continued)

Huntington Macro 100 Fund

Among other data considered, the Board noted that the Fund underperformed the median and average of its Lipper peer group for the one- and five-year and since-inception periods ended March 31, 2012. The Board noted that the Fund’s performance was equal to the median and underperformed the average of its Lipper peer group for the three-year period ended March 31, 2012. The Board further noted that the Fund underperformed its benchmark index for the one-, three-, and five-year and since-inception periods ended June 30, 2012. The Board noted that the Fund’s combined advisory fee and administrative fee and total expenses were above the average and median of its Lipper peer group. The Board took into account the advisor’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 Mid Corp America Fund

Among other data considered, the Board noted that the Fund outperformed the median and average of its Lipper peer group for the one- and five-year periods ended March 31, 2012. The Board also noted that the Fund underperformed the median and average of its Lipper peer group for the three-year and since-inception periods ended March 31, 2012. The Board further noted that the Fund outperformed its benchmark index for the one-year period ended June 30, 2012, and underperformed its benchmark index for the three-, five-, and ten-year and since-inception periods ended June 30, 2012. In addition, the Board noted that the Fund’s combined advisory fee and administrative fee and total expenses were above the median and average of its Lipper peer group. The Board took into account the advisor’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 the median and average of its Lipper peer group for the one- and three-year periods ended March 31, 2012. The Board noted that the Fund underperformed the median and average of its Lipper peer group for the since-inception period ended March 31, 2012. The Board also noted that the Fund outperformed its benchmark index for the three-year and since-inception periods ended June 30, 2012, and underperformed its benchmark index for the one- and five-year periods ended June 30, 2012. The Board noted that the Fund’s combined advisory fee and administrative fee and total expenses were above the median and average of its Lipper peer group. The Board took into account the advisor’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 outperformed the median and average of its Lipper peer group for the one-year period ended March 31, 2012, and underperformed the median and average of its Lipper peer group for the three- and five-year and since-inception periods ended March 31, 2012. The Board also noted that the Fund outperformed its benchmark index for the since-inception period ended June 30, 2012, and underperformed its benchmark index for the one-, three-, five-, and ten-year periods ended June 30, 2012. The Board noted that the Fund’s combined advisory fee and administrative fee and total expenses were below the average and median of its Lipper peer group. The Board took into account the advisor’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

Annual Shareholder Report

174

also noted that the Fund’s combined advisory fee and administrative fee and total expenses were above the median and average of its Lipper peer group.

III.

HUNTINGTON INCOME FUNDS

Huntington Fixed Income Securities Fund

Among other data considered, the Board noted that the Fund underperformed the average and median of its Lipper peer group for the one- and three-year and since-inception periods ended March 31, 2012. The Board noted that the Fund underperformed the median and outperformed the average of its Lipper peer group for the five-year period ended March 31, 2012. The Board also noted that the Fund underperformed its benchmark index for the one-, three-, five-, and ten-year and since-inception periods ended June 30, 2012. The Board noted that the Fund’s combined advisory fee and administrative fee and total expenses were above the average and median of its Lipper 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 Intermediate Government Income Fund

Among other data considered, the Board noted that the Fund outperformed the median and average of its Lipper peer group for the one-, three- and five-year and since-inception periods ended March 31, 2012. The Board also noted that the Fund underperformed its benchmark index for the one-, three-, five-, and ten-year and since-inception periods ended June 30, 2012. The Board noted that the Fund’s combined advisory fee and administrative fee and total expenses were above the average and median of its Lipper peer group.

Huntington Mortgage Securities Fund

Among other data considered, the Board noted that the Fund underperformed the median and average of its Lipper peer group for the one-, three- and five-year periods ended March 31, 2012. The Board noted that the Fund’s performance was equal to the median and outperformed the average of its Lipper peer group for the since-inception period ended March 31, 2012. The Board also noted that the Fund outperformed its benchmark index for the three-year period ended June 30, 2012, and underperformed its benchmark index for the one-, five-, and ten-year and since-inception periods ended June 30, 2012. In addition, the Board noted that the Fund’s combined advisory fee and administrative fee and total expenses were above the average and median of its Lipper 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 the median and average of its Lipper peer group for the one-, three- and five-year and since-inception periods ended March 31, 2012. The Board also noted that the Fund underperformed its benchmark index for the one-, three-, five-, and ten-year and since-inception periods ended June 30, 2012. The Board noted that the Fund’s combined advisory fee and administrative fee and total expenses were above the average and median of its Lipper peer group. In addition, 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 the median and average of its Lipper peer group for the one-, three- and five-year and since-inception periods ended March 31, 2012. The Board also noted that the Fund outperformed its benchmark index for the since-inception period ended June 30, 2012, and underperformed its benchmark index for the one-, three-, and five-year periods ended June 30, 2012. The Board noted that the Fund’s combined advisory fee and administrative fee and total expenses are above the aver-

Annual Shareholder Report

175

Investment Contract Review Disclosure (Continued)

age and median of its Lipper 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.

IV.

HUNTINGTON ASSET ALLOCATION FUNDS

Huntington Balanced Allocation Fund

Among other data considered, the Board noted that the Fund underperformed the median and average of its Lipper peer group for the one-year period ended March 31, 2012, and outperformed the median and average of its Lipper peer group for the since-inception period ended March 31, 2012. The Board also noted that the Fund underperformed its benchmark index for the one-year and since-inception periods ended June 30, 2012. 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 advisory fee and administrative fee and total expenses were below the median and average of its Lipper peer group.

Huntington Conservative Allocation Fund

Among other data considered, the Board noted that the Fund underperformed the median and average of its Lipper peer group for the one-year period ended March 31, 2012, and outperformed the median and average of its Lipper peer group for the since-inception period ended March 31, 2012. The Board also noted that the Fund underperformed its benchmark index for the one-year and since-inception periods ended June 30, 2012. 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 advisory fee and administrative fee was above the average and below the median of its Lipper peer group and that the Fund’s total expenses were below the median and average of its Lipper peer group.

Huntington Growth Allocation Fund

Annual Shareholder Report

176

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, 2012 to December 31, 2012.

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, 2012

Ending
Account Value,
December 31, 2012

Expenses
Paid
During
Period(1)

Annualized
Expense
Ratio

Tax-Free Money Market Fund

Trust Shares

Actual

1,000.00

1,000.10

0.96

0.19

Hypothetical (2)

1,000.00

1,024.18

0.97

0.19

Class A Shares

Actual

1,000.00

1,000.10

0.96

0.19

Hypothetical (2)

1,000.00

1,024.18

0.97

0.19

Money Market Fund

Trust Shares

Actual

1,000.00

1,000.10

1.06

0.21

Hypothetical (2)

1,000.00

1,024.08

1.07

0.21

Class A Shares

Actual

1,000.00

1,000.10

1.05

0.21

Hypothetical (2)

1,000.00

1,024.08

1.07

0.21

Ohio Municipal Money Market Fund

Trust Shares

Actual

1,000.00

1,000.10

0.97

0.19

Hypothetical (2)

1,000.00

1,024.17

0.98

0.19

Class A Shares

Actual

1,000.00

1,000.10

0.96

0.19

Hypothetical (2)

1,000.00

1,024.17

0.98

0.19

U.S. Treasury Money Market Fund

Trust Shares

Actual

1,000.00

1,000.10

0.53

0.11

Hypothetical (2)

1,000.00

1,024.61

0.54

0.11

Class A Shares

Actual

1,000.00

0.61

0.12

Hypothetical (2)

1,000.00

1,024.52

0.62

0.12

Disciplined Equity Fund

Trust Shares

Actual

1,000.00

992.90

6.02

1.20

Hypothetical (2)

1,000.00

1,019.10

6.09

1.20

Class A Shares

Actual

1,000.00

991.50

7.27

1.45

Hypothetical (2)

1,000.00

1,017.85

7.35

1.45

Annual Shareholder Report

177

Supplemental Information (Continued)

Beginning
Account
Value,
July 1, 2012

Ending
Account Value,
December 31, 2012

Expenses
Paid
During
Period(1)

Annualized
Expense
Ratio

Dividend Capture Fund

Trust Shares

Actual

1,000.00

1,047.20

5.65

1.10

Hypothetical (2)

1,000.00

1,019.62

5.57

1.10

Class A Shares

Actual

1,000.00

1,045.90

6.95

1.35

Hypothetical (2)

1,000.00

1,018.34

6.85

1.35

Global Select Markets Fund

Trust Shares

Actual

1,000.00

1,110.60

10.10

1.90

Hypothetical (2)

1,000.00

1,015.56

9.65

1.90

Class A Shares

Actual

1,000.00

1,109.00

11.42

2.15

Hypothetical (2)

1,000.00

1,014.31

10.91

2.15

Growth Fund

Trust Shares

Actual

1,000.00

1,018.70

6.12

1.21

Hypothetical (2)

1,000.00

1,019.07

6.12

1.21

Class A Shares

Actual

1,000.00

1,017.60

7.39

1.46

Hypothetical (2)

1,000.00

1,017.81

7.39

1.46

Income Equity Fund

Trust Shares

Actual

1,000.00

1,042.40

6.20

1.21

Hypothetical (2)

1,000.00

1,019.06

6.13

1.21

Class A Shares

Actual

1,000.00

1,041.10

7.48

1.46

Hypothetical (2)

1,000.00

1,017.81

7.39

1.46

International Equity Fund

Trust Shares

Actual

1,000.00

1,109.80

8.40

1.58

Hypothetical (2)

1,000.00

1,017.17

8.03

1.58

Class A Shares

Actual

1,000.00

1,108.00

9.72

1.83

Hypothetical (2)

1,000.00

1,015.92

9.29

1.83

Mid Corp America Fund

Trust Shares

Actual

1,000.00

1,062.80

7.34

1.42

Hypothetical (2)

1,000.00

1,018.02

7.18

1.42

Class A Shares

Actual

1,000.00

1,060.90

8.63

1.67

Hypothetical (2)

1,000.00

1,016.76

8.44

1.67

Real Strategies Fund

Trust Shares

Actual

1,000.00

1,049.00

7.03

1.36

Hypothetical (2)

1,000.00

1,018.28

6.92

1.36

Class A Shares

Actual

1,000.00

1,048.10

8.31

1.61

Hypothetical (2)

1,000.00

1,017.02

8.19

1.61

Rotating Markets Fund

Trust Shares

Actual

1,000.00

1,018.10

6.13

1.21

Hypothetical (2)

1,000.00

1,019.06

6.13

1.21

Class A Shares

Actual

1,000.00

1,015.50

7.39

1.46

Hypothetical (2)

1,000.00

1,017.80

7.40

1.46

Situs Fund

Trust Shares

Actual

1,000.00

1,147.70

7.29

1.35

Hypothetical (2)

1,000.00

1,018.34

6.86

1.35

Class A Shares

Actual

1,000.00

1,146.20

8.64

1.60

Hypothetical (2)

1,000.00

1,017.09

8.12

1.60

Annual Shareholder Report

178

Beginning
Account
Value,
July 1, 2012

Ending
Account Value,
December 31, 2012

Expenses
Paid
During
Period(1)

Annualized
Expense
Ratio

Fixed Income Securities Fund

Trust Shares

Actual

1,000.00

1,018.10

5.42

1.07

Hypothetical (2)

1,000.00

1,019.77

5.42

1.07

Class A Shares

Actual

1,000.00

1,017.00

6.69

1.32

Hypothetical (2)

1,000.00

1,018.50

6.70

1.32

Intermediate Government Income Fund

Trust Shares

Actual

1,000.00

1,006.10

5.56

1.10

Hypothetical (2)

1,000.00

1,019.59

5.60

1.10

Class A Shares

Actual

1,000.00

1,005.00

6.82

1.35

Hypothetical (2)

1,000.00

1,018.33

6.87

1.35

Mortgage Securities Fund

Trust Shares

Actual

1,000.00

1,003.90

5.72

1.14

Hypothetical (2)

1,000.00

1,019.43

5.76

1.14

Class A Shares

Actual

1,000.00

1,002.60

6.99

1.39

Hypothetical (2)

1,000.00

1,018.16

7.04

1.39

Ohio Tax-Free Fund

Trust Shares

Actual

1,000.00

1,023.20

6.15

1.21

Hypothetical (2)

1,000.00

1,019.06

6.14

1.21

Class A Shares

Actual

1,000.00

1,022.00

7.42

1.46

Hypothetical (2)

1,000.00

1,017.79

7.41

1.46

Short/Intermediate Fixed Income Securities Fund

Trust Shares

Actual

1,000.00

1,007.90

5.37

1.06

Hypothetical (2)

1,000.00

1,019.79

5.40

1.06

Class A Shares

Actual

1,000.00

1,006.20

6.63

1.31

Hypothetical (2)

1,000.00

1,018.53

6.67

1.31

Balanced Allocation Fund

Class A Shares

Actual

1,000.00

1,034.60

3.55

0.70

Hypothetical (2)

1,000.00

1,021.64

3.53

0.70

Conservative Allocation Fund

Class A Shares

Actual

1,000.00

1,017.40

3.96

0.78

Hypothetical (2)

1,000.00

1,021.21

3.96

0.78

Growth Allocation Fund

Class A Shares

Actual

1,000.00

1,043.60

3.25

0.63

Hypothetical (2)

1,000.00

1,021.95

3.22

0.63

(1)

Expenses are equal to the Fund’s annualized expense ratios, multiplied by the average account value over the period, multiplied by 184/366 (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, 2012 through December 31, 2012. 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.

Annual Shareholder Report

179

LOGO

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 Custodian of The Huntington Funds. Huntington Asset Services, Inc. serves as the Administrator and 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.


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Huntington Shareholder Services: 800-253-0412

27057 02/13

LOGO

Annual Shareholder Report

DECEMBER 31, 2012

LOGO

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 Real Strategies Fund

Huntington VA Rotating Markets Fund

Huntington VA Situs Fund

INCOME FUNDS

Huntington VA Mortgage Securities Fund

Huntington

VA Balanced Fund

Management’s Discussion of Fund Performance

Investment Advisor: Kristi Abbey

Huntington Asset Advisors, Inc.

LOGO


	Average Annual Total Return for the Period Ended 12/31/12
1 Year		9.42	%
3 Year		7.13	%
Start of Performance (11/10/08)		10.04	%


	Expense Ratios
Gross		1.48	%
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, 2013.

The graph above illustrates the hypothetical investment of $10,000* in the Huntington VA Balanced Fund from November 10, 2008 (inception) to December 31, 2012, compared to the S&P 500 and Balanced Indices Blend.

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 Funds’ prospectus dated April 30, 2012. Additional information pertaining to the Fund’s expense ratio as of December 31, 2012 can be found in the financial highlights. For the fiscal year ended December 31, 2012, 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 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 Balanced Indices Blend have been adjusted to reflect reinvestment of dividends on securities in the indices.

For the fiscal year ended December 31, 2012, the Huntington VA Balanced Fund produced a total return of 9.42%. This underperformed the total return of 16.00% for the Fund’s benchmark, the Standard & Poor’s 500 Index (S&P 500)¹ for the same period. The Balanced Indices Blend² returned 11.29% for the same period. Within the equity class arena, small and mid-cap stocks fared the best while other equity asset classes underperformed S&P 500. Additionally, our fixed income holdings underperformed the index.

The VA Balanced Fund is a fund of funds³, which invests solely in the shares of other underlying funds (Huntington VA Funds and Huntington Funds). The Fund’s assets are allocated approximately 60% equities and 40% fixed income.

Relative to the Fund’s benchmark total return of 16.00%, underlying funds contributing positive performance for the year ended December 31, 2012, included the VA Situs Fund 22.63%, VA Mid Corp America Fund 14.59%, VA Dividend Capture Fund 11.47%, VA Income Equity Fund 10.73%, VA International Equity Fund 14.04%, VA Macro 100 Fund 10.61%, VA Growth Fund 10.45%, Huntington Fixed Income Securities Fund Trust Shares 3.98%, and VA Mortgage Securities Fund 3.35%.

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 operating expenses, including management fees, of the underlying funds.

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


		1

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 Return for the Period Ended 12/31/12
1 Year		11.47	%
3 Year		11.17	%
5 Year		4.33	%
10 Year		6.82	%


Expense Ratio
	0.99	%

The graph above illustrates the hypothetical investment of $10,000* in the Huntington VA Dividend Capture Fund from December 31, 2002 to December 31, 2012, 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 Funds’ prospectus dated April 30, 2012. Additional information pertaining to the Fund’s expense ratio as of December 31, 2012 can be found in the financial highlights. For the fiscal year ended December 31, 2012, 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 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, 2012, the Huntington VA Dividend Capture Fund produced a total return of 11.47% based on net asset value. This performance fell below the total return of 16.00% for the Fund’s benchmark, the Standard & Poor’s 500 Index (S&P 500)¹ and the total return of 16.45% for the Dividend Capture Indices Blend (DCIB)² for the same period.

Value-style common stocks: Despite slowing economic and profit growth, U.S. equity markets produced a +16.00% total return for 2012. Sector performance favored financials, consumer discretion and healthcare areas over utilities, energy and staples. Investors had less preference for high quality, low volatility, dividend-paying stocks that the Fund was focused on for the period. As a result, the common stocks in the Fund underperformed the overall market. The Fund’s common stock total return for 2012 was +13.76% compared to the S&P 500 Value Index of +17.62%.

Real Estate Investment Trusts (REITs)**: REITs were the best performing asset class for the Fund in 2012. The Fund’s REIT holdings produced a total return of +21.96% which compared favorably to the benchmark NAREIT index total return of +19.56%.

Preferred Stocks***: Preferred stocks generally lagged the equity market, but outperformed corporate bonds with a +13.52% total return for 2012. Investors’ search for yield drove prices higher as credit spreads compressed. Performance for the preferred stocks landed between corporate bonds and common stock.

Trading activity was responsible for 4.13% of the performance relative to the benchmark while portfolio structure had a negative impact of -5.30%. Portfolio structure can be explained by adding Security Characteristics: -8.02%, Sector Allocation: -1.84% and Security Selection: 4.57%.

The three holdings that had the largest positive contribution to the Fund’s performance were Waddell & Reed Financial, Inc. (0.8%)*, GAP, Inc. (sold) and Sunoco Logistic Partners LP (0.7%)*. These three holdings added 1.53% to the Fund’s return. The three holdings that had the largest negative contribution to the Fund’s performance were Freeport-McMoRan Copper & Gold, Inc. (0.8%)*, Total SA (sold) and Exelon Corp. (sold). These three holdings subtracted -0.65% from the Fund’s return.

*	Percentage of holdings based on Fund’s net assets as of 12/31/2012. The composition of the Fund’s holdings is subject to change.

**	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 Return for the Period Ended 12/31/12
1 Year		10.45	%
3 Year		5.57	%
5 Year		(3.26	)%
10 Year		2.60	%


Expense Ratio
	1.00	%

The graph above illustrates the hypothetical investment of $10,000* in the Huntington VA Growth Fund from December 31, 2002 to December 31, 2012, 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 Funds’ prospectus dated April 30, 2012. Additional information pertaining to the Fund’s expense ratio as of December 31, 2012 can be found in the financial highlights. For the fiscal year ended December 31, 2012, 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 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, 2012, the Huntington VA Growth produced a return of 10.45% based on net asset value. This performance was less than the total return of 14.60% for the Fund’s benchmark, the Standard & Poor’s 500 Growth Index (S&P 500 GI)¹ for the same period. The Standard & Poor’s 500 Index (S&P 500)² returned 16.00% for the same period. The Huntington VA Growth Fund underperformed the benchmark by 4.15% for the same period.

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. While security selection had a positive effect on performance relative to the benchmark, both portfolio structure and trading activity had a negative impact. Portfolio structure consists of three components: security characteristics, sector allocation and security selection.

The three holdings that had the largest positive contribution to the Fund’s performance were Apple, Inc. (5.1%)*, Rackspace Hosting, Inc. (2.2%)* and Whole Foods Market, Inc. (2.9%)*. The three holdings that had the largest negative contribution to the Fund’s performance were Cirrus Logic, Inc. (sold), CARBO Ceramics, Inc. (sold) and Express Scripts Holding Co. (sold).

*	Percentage of holdings based on Fund’s net assets as of 12/31/2012. The composition of the Fund’s holdings is subject to change.


		3

Huntington

VA Income Equity Fund

Management’s Discussion of Fund Performance

Portfolio Manager: Craig J. Hardy, CFA, MBA

Senior Vice President

Huntington Asset Advisors, Inc.

LOGO


	Average Annual Total Return for the Period Ended 12/31/12
1 Year		10.73	%
3 Year		9.84	%
5 Year		0.04	%
10 Year		4.67	%


Expense Ratio
	0.99	%

The graph above illustrates the hypothetical investment of $10,000* in the Huntington VA Income Equity Fund from December 31, 2002 to December 31, 2012, compared to the S&P 500 VI and the 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 Funds’ prospectus dated April 30, 2012. Additional information pertaining to the Fund’s expense ratio as of December 31, 2012 can be found in the financial highlights. For the fiscal year ended December 31, 2012, 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 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 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, 2012, the total return for the Huntington VA Income Equity Fund was 10.73% based on net asset value. This return compares with a total return of 17.68% for the Standard & Poor’s 500 Value Index (S&P 500 VI)¹, the Fund’s benchmark for the same period. The Standard & Poor’s 500 Index (S&P 500)² returned 16.00% 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 financials sector, followed by the energy sector. This combination of characteristics produced returns for the Fund that were somewhat lower 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 financials, health care and consumer staples. Although the financial sector provided the highest total return for the Fund, the performance of the Fund’s financial stocks trailed that of the S&P 500 VI’s financial stocks, thus contributing largely to the relative underperformance of the Fund. The sectors that most negatively impacted the Fund’s performance during the reporting period were telecommunications and utilities. During a year of rather strong stock market returns, these sectors did not enjoy the higher level of growth that characterized the broader market, although they did provide a healthy stream of income for the Fund. The stocks that contributed most positively to the performance of the Fund during the year were Seagate Technology (sold), Time Warner Cable, Inc. (1.2%)* and Lyondellbasell Industries N.V. (1.3%)*. The stocks that most negatively impacted Fund performance during the year were Best Buy (sold), Windstream Corp. (1.2%)* and Banco Santander S.A. (sold). In general, the sale of covered calls as a hedging technique added to the performance of the Fund.

*	Percentage of holdings based on Fund’s net assets as of 12/31/2012. The composition of the Fund’s holdings is subject to change.


		4

Huntington

VA International Equity Fund

Management’s Discussion of Fund Performance

Portfolio Manager: Paul W. Attwood, CFA

Vice President

Huntington Asset Advisors, Inc.

LOGO


	Average Annual Total Return for the Period Ended 12/31/12
1 Year		14.04	%
3 Year		3.27	%
5 Year		(2.66	)%
Start of Performance (5/3/04)		5.59	%


Expense Ratio
	1.08	%

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, 2012, compared to the MSCI-EAFE.

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 Funds’ prospectus dated April 30, 2012. Additional information pertaining to the Fund’s expense ratio as of December 31, 2012 can be found in the financial highlights. For the fiscal year ended December 31, 2012, 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 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 MSCI-EAFE has been adjusted to reflect reinvestment of all dividends on securities in the index.

For the fiscal year ended December 31, 2012, the Huntington VA International Equity Fund produced a total return of 14.04% based on net asset value. This underperformed the total return of 17.32% for the Morgan Stanley Capital International Europe, Australasia and Far East Index (MSCI-EAFE)¹, the Fund’s benchmark index for the same period.

The underperformance of the Fund was attributable to an overweight in weaker global markets such as Japan and the United Kingdom. Allocation to the telecommunication and energy sector also affected relative performance.

Surprisingly, the top 3 performing countries in the Index were all European: Belgium (+36%), Denmark (+30%) and Germany (+27%). With the almost daily headlines coming out of Europe with regards to the collapse in sovereign debt prices, it is surprising that these markets were able to weather the storm and produce phenomenal returns for the year. On the flipside, as is to be expected, three of the bottom four performers were also European: Greece (-1%), Portugal (-1%) and Spain (-3%). Considering the potentially disastrous outcome from a collapse in both the Euro currency and the related Government debt, the equity markets were able to look through the morass to what appears to be a brighter future.

Within the top five holdings contributing to performance, three of the names were financial: Barclays PLC (0.6%)*, BNP Paribas (0.5%)* and AXA SA (0.5%)*. This is not surprising considering that the financial sector was the best performer in the MSCI-EAFE Index, with a price appreciation of over 28%. The weaker areas in the index were utilities (-1%), energy (-4%) and telecommunication services (-6%). This was reflected in the performance of the stocks in the Fund which were a drag on performance, namely BG Group PLC (0.3%)*.

With the exception of the weak Japanese Yen (-11%), most currencies had a beneficial effect on overall return. Of the G10 countries, only Japan was weaker against the U.S Dollar in 2012.

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.

*	Percentage of holdings based on Fund’s net assets as 12/31/2012. The 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, political risk, increased volatility of foreign securities, and differences in auditing and other financial standards. Prices of emerging markets securities can be significantly more than the prices of securities in developed countries and currency risk and political risks are accentuated in emerging markets.


		5

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 Return for the Period Ended 12/31/12
1 Year		10.61	%
3 Year		7.59	%
5 Year		0.06	%
Start of Performance (5/3/04)		2.36	%


Expense Ratio
	1.23	%

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, 2012, compared to the 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 Funds’ prospectus dated April 30, 2012. Additional information pertaining to the Fund’s expense ratio as of December 31, 2012 can be found in the financial highlights. For the fiscal year ended December 31, 2012, 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 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, 2012, the Huntington VA Macro 100 Fund produced total return of 10.61%. The Fund underperformed the total return of 16.00% for the Standard & Poor’s 500 Index (S&P 500)¹, the Fund’s benchmark index for the same period.

The Fund’s underperformance relative to the S&P 500 was, in large part, due to a low beta, high quality, high dividend approach for the Fund given what was thought to be a very volatile outlook for the market in 2012. The Fund had its largest underperformance in quarters where the stock market accelerated and had strong outperformance in quarters where the stock market decelerated due to the lower beta strategy. In November, the Huntington Funds Board of Trustees approved the reorganization of the VA Macro 100 Fund into the VA Dividend Capture Fund, which is scheduled to occur on March 28, 2013. We believe this will be in the best interest of the VA Macro 100 Fund’s shareholders, as the VA Dividend Capture Fund’s total annual operating expenses are expected to be lower than the respective total annual operating expenses of Huntington VA Macro 100 and equal to the Huntington VA Dividend Capture prior to the Reorganization. Moreover, following the Reorganization, Huntington VA Dividend Capture may achieve operating efficiencies due to the spreading of fixed costs over a larger pool of assets in the surviving Fund.

The 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 Return for the Period Ended 12/31/12
1 Year		14.59	%
3 Year		11.01	%
5 Year		2.35	%
10 Year		8.38	%


Expense Ratio
	1.03	%

The graph above illustrates the hypothetical investment of $10,000* in the Huntington VA Mid Corp America Fund from December 31, 2002 to December 31, 2012, compared to the S&P 400 and the LMCC.

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 Funds’ prospectus dated April 30, 2012. Additional information pertaining to the Fund’s expense ratio as of December 31, 2012 can be found in the financial highlights. For the fiscal year ended December 31, 2012, 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 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 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, 2012, the Huntington VA Mid Corp America Fund produced a total return of 14.59% 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 17.88%. The Lipper Mid Cap Core Average (LMCC)² returned 15.59% for the same time period, reflecting Huntington VA Mid Corp America Fund’s close performance against its peer group.

The three holdings that had the largest positive contribution to the Fund’s performance were Timken Co. (1.8%)*, Mylan, Inc. (2.3%)* and Albemarle Corp. (1.5%)*. These three holdings added 0.94% to the Fund’s return. The three holdings that had the largest negative contribution to the Fund’s performance were Teradata Corp. (2.2%)*, Citrix Systems, Inc. (1.8%)* and ITT Educational Services, Inc. (0.2%)*. These three holdings subtracted 1.00% from the Fund’s return. The Fund’s sector strategy benefited from allocations in healthcare, consumer staples and energy. The funds underweight in the consumer discretionary sector as well as the security selections in that sector hampered the performance.

*	Percentage of holdings based on Fund’s net assets as of 12/31/2012. 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 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

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 12/31/12
1 Year		4.34	%
3 Year		4.82	%
5 Year		(4.57	)%
Start of Performance (8/31/07)		(1.75	)%


Expense Ratio
	1.62	%

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, 2012, compared to the S&P GSCI and RSIB.

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

For the fiscal year ended December 31, 2012, the Huntington VA Real Strategies produced a total return (not including the deduction of applicable sales charges) of 4.34%, based upon net asset value. The Fund outperformed its benchmark, the S&P GSCI^® Index (S&P GSCI)¹, which had a total return of 0.08% for the same period. The Fund underperformed the Real Strategies Indices Blend (RSIB)², which returned 8.14% for the same period.

The Fund’s performance during the year was driven by a wide range of agricultural holdings. Three of the Fund’s top performing holdings were Agrium, Inc. (2.0%)* in the fertilizer arena, along with Valmont Industries, Inc. (2.5%)* and Lindsay Corp. (2.3%)*, both manufacturers of irrigation systems. Rounding out the Fund’s top five contributors were Dean Foods (sold) and Rayonier, Inc. (3.1%)*, both closely related to the agricultural industry. These investments represent the deliberate shift in emphasis of the portfolio from the areas of energy and industrial minerals to food related opportunities.

After an extended period of higher prices fueled global capacity additions, the Fund witnessed the price impact of those new volumes coming to market. This was particularly evident in 2012 for the prices in the energy and industrial metals markets. Coal producers were among those hard it as witnessed by the performance of the Fund’s holdings in Natural Resource Partners, down 31.6% and Adaro Energy, down 9.7%. The decline in energy prices impacted many of the Fund’s foreign holdings as the U.S. Dollar was stronger relative to resource exporters such as Canada, Brazil and Indonesia. The negative currency impact hurt the Fund’s holding in Canadian Natural Resources Ltd. (1.7%)*, Canadian Oil Sands Ltd. (1.9%)*, Cameco Corp. (1.2%)*, Vale SA (1.2%)*and BHP Billiton Ltd. (1.2%)*.

These returns bear out the shift in asset emphasis towards food and away from energy and metals.

*	Percentage of holdings based on Fund’s net assets as of 12/31/2012. The 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 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.

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.


		8

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 Return for the Period Ended 12/31/12
1 Year		6.94	%
3 year		7.04	%
5 Year		(1.06	)%
10 Year		6.53	%


Expense Ratio
	1.17	%

The graph above illustrates the hypothetical investment of $10,000* in the Huntington VA Rotating Markets Fund from December 31, 2002 to December 31, 2012, 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 Funds’ prospectus dated April 30, 2012. Additional information pertaining to the Fund’s expense ratio as of December 31, 2012 can be found in the financial highlights. For the fiscal year ended December 31, 2012, 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 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, 2012, the Huntington VA Rotating Markets Fund produced a total return of 6.94% based on net asset value. In the same period, the Fund’s benchmark, the Standard & Poor’s 500 Index (S&P 500)¹, produced a total return of 16.00%.

The Fund began 2012 emulating the Dow Jones Industrial Average (DJIA). By the end of March, the DJIA began to underperform the S&P 500. Based on circumstances at that time, it was determined that the best index to emulate was the NASDAQ-100 Index. The reasoning behind the decision was that mid-caps, small-caps, and international indices were underperforming the S&P 500. The only major index outperforming the S&P 500 was the NASDAQ-100 Index. Initially, the rotation was beneficial, however, the NASDAQ-100 Index began to underperform the S&P 500 in September. The underperformance accelerated as leading stocks such as Apple, Microsoft, Oracle, Intel, and Cisco sold off sharply on fears of a weakening economy. For the last half of the year, the Fund returned only 2.2%.

Although 2012 was a difficult year for the Rotating Markets Fund, a long-term perspective is very important. The Fund has been in existence for over ten years and has rotated seven times since inception. In 2013, we intend to continue to follow our strategy of focusing on cyclical macroeconomic trends to identify the areas that have the potential to offer the best combination of risk/return potential over the next 12 months and rotate to a different market segment should we decide that it the best course of action for the Fund.

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

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.


		9

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 Return for the Period Ended 12/31/12
1 Year		22.63	%
3 Year		16.35	%
5 Year		4.24	%
Start of Performance (5/3/04)		8.42	%


Expense Ratio
	1.02	%

The graph above illustrates the hypothetical investment of $10,000* in the Huntington VA Situs Fund from May 3, 2004 (inception) to December 31, 2012, 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, 2012, the Huntington VA Situs Fund produced a total return of 22.63% based upon net asset value. The Fund significantly over performed its static benchmark, the Standard and Poor’s SmallCap 600 Index (S&P 600)¹, which rose 16.32% for the same period. The Standard and Poor’s MidCap 400 Index (S&P 400)² gained 17.88% for the same period. An attribution evaluation that Huntington Asset Advisors, Inc. conducts on all Huntington Funds, indicates that the Fund’s performance was primarily created by security selection, but also shows significant contribution from sector emphasis or avoidance as well.

Despite significant uncertainty in the markets due to the economy, the Presidential election, tax uncertainty and international turmoil, investors still found value in the equity markets, which virtually all performed well. Going into 2013, we believe the markets will react to political efforts to reduce and control the budget deficit. The tax questions have been cleared a bit but the freezing of fiscal activities could be of investor concern. In reflection of the passage of the Sarbanes Oxley law earlier this century, the sweeping Healthcare Reform laws and the Dodd Frank regulations could create a spate of merger and acquisition activities. We are looking at ways to take advantage of the potential for smaller cap stocks to seek merger partners, to go private or otherwise seek to develop economies of scale. This scenario could uncover significant value in companies that the Fund holds.

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.

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


		10

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 Return for the Period Ended 12/31/12
1 Year		3.35	%
3 Year		4.51	%
5 Year		4.22	%
Start of Performance (5/3/04)		4.39	%


Expense Ratio
	1.16	%

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, 2012, 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 Funds’ prospectus dated April 30, 2012. Additional information pertaining to the Fund’s expense ratio as of December 31, 2012 can be found in the financial highlights. For the fiscal year ended December 31, 2012, 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 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, 2012, the Huntington VA Mortgage Securities Fund produced a return of 3.35%, based on net asset value. This compared to the total return of 2.59% for the Fund’s benchmark, the Barclays Capital Mortgage Backed Securities Index (BMBSI)¹, and the Lipper U.S. Mortgage Funds Average²return of 4.32% for the same reporting period.

During 2012, the mortgage market outperformed Treasury securities. Mortgage securities had a return of 2.59%, as measured by the BMBSI for the year, compared to a return of 2.16% for Treasuries. The Agency position had no impact on the Fund’s performance. The relative overperformance of the Fund compared to its benchmark was due to its more defensive nature and the concern of pre-payment risk due to lower interest rates, as well as faster prepayments. The 11% exposure to the Real Estate Investment Trust (REITs) market helped the Fund’s return. As measured by the NAREIT Index (NAREIT)³, REITs produced a return of 18.39%.

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.

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.


		11

Huntington VA Balanced Fund

Portfolio of Investments Summary Table (Unaudited)

December 31, 2012


Asset Allocation	Percentage of Market Value
Equity Mutual Funds¹		60.1	%
Fixed Income Mutual Funds¹		37.9	%
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, 2012, 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, 2012


Shares			Value

		Mutual Funds — 97.9% (a)
	613,274	Huntington Fixed Income Securities Fund, Trust Shares	$	13,927,448
	164,477	Huntington VA Dividend Capture Fund		1,773,065
	960,720	Huntington VA Growth Fund		7,993,194
	552,873	Huntington VA Income Equity Fund		5,307,578
	313,456	Huntington VA International Equity Fund		4,460,478
	228,464	Huntington VA Macro 100 Fund		2,220,675
	192,536	Huntington VA Mid Corp America Fund		3,561,922
	240,536	Huntington VA Mortgage Securities Fund		2,876,808
	73,657	Huntington VA Situs Fund		1,341,294

		Total Mutual Funds (Cost $38,873,716)		43,462,462


Shares			Value

		Cash Equivalents — 2.1%
	901,499	Huntington U.S. Treasury Money Market Fund, Trust Shares, 0.050% (a) (b)	$	901,499

		Total Cash Equivalents (Cost $901,499)		901,499

		Total Investments (Cost $39,775,215) — 100.0%		44,363,961

		Other Assets in Excess of Liabilities — 0.0%		18,744

		Net Assets — 100.0%	$	44,382,705

(a)	Investment in affiliate.

(b)	Rate disclosed is the seven day yield as of December 31, 2012.

See Notes which are an integral part of the Financial Statements.


		12

Huntington VA Dividend Capture Fund

Portfolio of Investments Summary Table (Unaudited)

December 31, 2012


Asset Allocation	Percentage of Market Value
Common Stocks		74.3	%
Preferred Stocks		20.2	%
Short-Term Securities Held as Collateral for Securities Lending		3.1	%
Cash¹		1.8	%
Exchange-Traded Funds		0.6	%

Total		100.0	%

¹	Investments in an affiliated money market fund.

Portfolio of Investments

December 31, 2012


Shares			Value

		Common Stocks — 76.7%
		Consumer Discretionary — 3.4%
	5,250	Comcast Corp., Class A	$	196,245
	11,750	D.R. Horton, Inc.		232,415
	3,500	Family Dollar Stores, Inc.		221,935
	7,250	Genuine Parts Co.		460,955

				1,111,550

		Consumer Staples — 6.2%
	4,750	Colgate-Palmolive Co.		496,565
	4,250	General Mills, Inc.		171,743
	3,250	H.J. Heinz Co.		187,460
	2,250	Kimberly-Clark Corp.		189,968
	7,500	Kroger Co./The		195,150
	2,750	Philip Morris International, Inc.		230,010
	11,500	Sysco Corp.		364,090
	2,750	Wal-Mart Stores, Inc.		187,633

				2,022,619

		Energy — 16.7%
	13,750	BP PLC ADR		572,550
	16,500	Cenovus Energy, Inc.		553,410
	2,750	Chevron Corp.		297,385
	7,250	ConocoPhillips		420,427
	26,500	Crosstex Energy LP		385,310
	17,250	Enbridge Energy Partners LP (a)		481,275
	6,750	Exxon Mobil Corp.		584,212
	8,000	Linn Energy LLC		281,920
	7,500	Magellan Midstream Partners LP		323,925
	10,000	Marathon Oil Corp.		306,600
	4,000	Plains All American Pipeline LP		180,960
	7,500	Royal Dutch Shell PLC ADR		517,125
	7,000	Spectra Energy Corp.		191,660
	4,750	Sunoco Logistics Partners LP		236,218
	3,000	Williams Partners LP (a)		145,980

				5,478,957

		Financials — 12.3%
	10,750	American Financial Group, Inc.		424,840
	7,500	Bank of Montreal		459,750


Shares			Value

		Financials — (continued)
	9,500	Cullen/Frost Bankers, Inc.	$	515,565
	2,000	Federated Investors, Inc., Class B (a)		40,460
	20,000	Fulton Financial Corp.		192,200
	8,000	JPMorgan Chase & Co.		351,760
	10,000	Principal Financial Group, Inc.		285,200
	10,000	Royal Bank of Canada		603,000
	9,500	U.S. Bancorp		303,430
	5,250	Unum Group		109,305
	8,000	Waddell & Reed Financial, Inc., Class A		278,560
	14,000	Wells Fargo & Co.		478,520

				4,042,590

		Health Care — 5.5%
	9,500	Abbott Laboratories		622,250
	10,000	AstraZeneca PLC ADR		472,700
	2,250	Becton, Dickinson & Co.		175,928
	10,000	Cardinal Health, Inc.		411,800
	3,000	Merck & Co., Inc.		122,820

				1,805,498

		Industrials — 7.1%
	4,750	3M Co.		441,037
	13,500	CSX Corp.		266,355
	9,750	Republic Services, Inc.		285,968
	6,250	Rockwell Automation, Inc.		524,937
	7,000	Rockwell Collins, Inc.		407,190
	11,500	Waste Management, Inc.		388,010

				2,313,497

		Information Technology — 5.6%
	20,250	Cisco Systems, Inc.		397,912
	1,250	Harris Corp.		61,200
	24,500	Intel Corp.		505,435
	13,000	Microsoft Corp.		347,490
	12,250	Paychex, Inc.		381,465
	6,000	Total System Services, Inc.		128,520

				1,822,022

See Notes which are an integral part of the Financial Statements.


		13

Huntington VA Dividend Capture Fund

Portfolio of Investments (continued)

December 31, 2012


Shares			Value

		Common Stocks — (continued)
		Materials — 2.3%
	7,250	Freeport-McMoRan Copper & Gold, Inc.	$	247,950
	4,500	Sensient Technologies Corp.		160,020
	11,750	Sonoco Products Co.		349,327

				757,297

		Real Estate Investment Trusts — 11.6%
	6,500	EastGroup Properties, Inc.		349,765
	7,250	EPR Properties (a)		334,297
	3,000	HCP, Inc.		135,540
	7,000	Highwoods Properties, Inc.		234,150
	5,250	Home Properties, Inc.		321,878
	19,000	Kimco Realty Corp.		367,080
	7,500	Liberty Property Trust		268,275
	2,500	LTC Properties, Inc.		87,975
	9,500	Mack-Cali Realty Corp.		248,045
	5,250	Mid-America Apartment Communities, Inc.		339,937
	3,500	National Health Investors, Inc.		197,855
	3,250	National Retail Properties, Inc.		101,400
	8,500	Omega Healthcare Investors, Inc.		202,725
	5,000	ProLogis, Inc.		182,450
	874	Simon Property Group, Inc.		138,171
	4,500	Ventas, Inc.		291,240

				3,800,783

		Telecommunication Services — 2.6%
	15,250	AT&T, Inc.		514,077
	8,000	Verizon Communications, Inc.		346,160

				860,237

		Utilities — 3.4%
	14,500	CenterPoint Energy, Inc.		279,125
	16,750	CMS Energy Corp.		408,365
	10,500	PG&E Corp.		421,890

				1,109,380

		Total Common Stocks (Cost $23,634,350)		25,124,430

		Preferred Stocks — 20.9%
		Financials — 14.2%
	15,000	Allianz SE, 8.375%		379,500
	13,000	American Financial Group, Inc., 7.000%		348,790
	6,500	Ameriprise Financial, Inc., 7.750%		178,555
	11,500	Axis Capital Holdings Ltd., Series C, 6.875%		307,050
	1,000	BB&T Corp., 5.850%		25,980
	13,000	Charles Schwab Corp./The, Series B, 6.000%		339,950
	14,000	Credit Suisse Guernsey, 7.900%		355,040
	17,000	JPMorgan Chase Capital XXIX, 6.700%		434,350
	15,000	KKR Financial Holdings LLC, 8.375%, 11/15/41		417,450
	12,000	M&T Capital Trust IV, 8.500%		304,200
	6,000	PartnerRe Ltd., Series E, 7.250%		162,180
	16,000	Prudential Financial, Inc., 9.000%		413,120
	14,000	Raymond James Financial, Inc., 6.900%		381,780
	9,000	Wells Fargo & Co., Series J, 8.000%		264,150


Shares			Value

		Financials — (continued)
	13,000	Wells Fargo Capital Trust XII, 7.875%	$	329,290

				4,641,385

		Real Estate Investment Trusts — 2.3%
	1,000	Kimco Realty Corp., Series H, 6.900%		26,630
	3,000	PS Business Parks, Inc., Series S, 6.450%		79,110
	8,000	Realty Income Corp., Series F, 6.625%		212,160
	16,000	Vornado Realty LP, 7.875%		433,280

				751,180

		Telecommunication Services — 1.4%
	17,000	Qwest Corp., 7.500%		458,490

		Utilities — 3.0%
	14,000	Dominion Resources, Inc., Class A, 8.375%		377,020
	23,000	NextEra Energy Capital Holdings, Inc., Series F, 8.750%		614,330

				991,350

		Total Preferred Stocks (Cost $6,693,327)		6,842,405

		Exchange-Traded Funds — 0.6%
	2,000	iShares S&P 500 Value Index Fund		132,780
	2,250	Technology Select Sector SPDR Fund (a)		65,138

		Total Exchange-Traded Funds (Cost $132,821)		197,918

		Cash Equivalents — 1.8%
	606,094	Huntington U.S. Treasury Money Market Fund, Trust Shares, 0.050% (b) (c)		606,094

		Total Cash Equivalents (Cost $606,094)		606,094

		Short-Term Securities Held as Collateral for Securities Lending — 3.2%
	1,060,536	Fidelity Institutional Money Market Portfolio, Institutional Class, 0.180% (c)		1,060,536

		Total Short-Term Securities Held as Collateral for Securities Lending (Cost $1,060,536)		1,060,536

		Total Investments (Cost $32,127,128) — 103.2%		33,831,383

		Liabilities in Excess of Other Assets — (3.2)%		(1,055,742	)

		Net Assets — 100.0%	$	32,775,641

(a)	All or a portion of the security was on loan as of December 31, 2012. The total value of securities on loan as of December 31, 2012 was $1,039,741.

(b)	Investment in affiliate.

(c)	Rate disclosed is the seven day yield as of December 31, 2012.


ADR		—American Depositary Receipt

See Notes which are an integral part of the Financial Statements.


		14

Huntington VA Growth Fund

Portfolio of Investments Summary Table (Unaudited)

December 31, 2012


Asset Allocation	Percentage of Market Value
Information Technology		34.0	%
Health Care		15.8	%
Consumer Discretionary		12.9	%
Consumer Staples		11.3	%
Industrials		6.0	%
Energy		5.5	%
Financials		4.5	%
Materials		4.5	%
Real Estate Investment Trusts		2.5	%
Cash¹		1.3	%
Short-Term Securities Held as Collateral for Securities Lending		1.0	%
Telecommunication Services		0.5	%
Utilities		0.2	%

Total		100.0	%

¹	Investments in an affiliated money market fund.

Portfolio of Investments

December 31, 2012


Shares			Value

		Common Stocks — 93.4%
		Consumer Discretionary — 12.3%
	4,820	Comcast Corp., Class A	$	180,172
	8,950	D.R. Horton, Inc.		177,031
	3,730	Home Depot, Inc./The		230,700
	3,270	Jarden Corp. *		169,059
	3,070	Lululemon Athletica, Inc. *		234,026
	9,780	Pulte Group, Inc. *		177,605
	1,970	Tractor Supply Co.		174,069
	3,460	Under Armour, Inc., Class A (a) *		167,914
	1,490	VF Corp.		224,945
	3,310	Viacom, Inc., Class B		174,569
	4,820	Walt Disney Co./The		239,988

				2,150,078

		Consumer Staples — 10.9%
	6,450	Church & Dwight Co., Inc.		345,526
	3,540	Costco Wholesale Corp.		349,646
	7,150	CVS Caremark Corp.		345,702
	5,080	Wal-Mart Stores, Inc.		346,608
	5,510	Whole Foods Market, Inc.		503,228

				1,890,710

		Energy — 5.2%
	3,130	EOG Resources, Inc.		378,073
	4,230	Marathon Petroleum Corp.		266,490
	7,800	Valero Energy Corp.		266,136

				910,699

		Financials — 4.3%
	1,940	Berkshire Hathaway, Inc., Class B *		174,018


Shares			Value

		Financials — (continued)
	990	Chubb Corp./The	$	74,567
	640	Goldman Sachs Group, Inc./The		81,638
	3,980	JPMorgan Chase & Co.		175,001
	2,390	MetLife, Inc.		78,727
	1,580	Prudential Financial, Inc.		84,261
	2,540	Wells Fargo & Co.		86,817

				755,029

		Health Care — 15.1%
	5,910	Abbott Laboratories		387,105
	7,060	Baxter International, Inc.		470,620
	6,360	Gilead Sciences, Inc. *		467,142
	2,270	Johnson & Johnson		159,127
	2,682	Novo-Nordisk A/S ADR		437,729
	12,650	Pfizer, Inc.		317,262
	4,490	Stryker Corp.		246,142
	1,780	Watson Pharmaceutical, Inc. *		153,080

				2,638,207

		Industrials — 5.7%
	860	Caterpillar, Inc.		77,039
	1,630	Cummins, Inc.		176,611
	3,620	Deere & Co.		312,840
	3,050	Illinois Tool Works, Inc.		185,471
	1,200	W.W. Grainger, Inc.		242,844

				994,805

		Information Technology — 32.5%
	4,680	Accenture PLC, Class A		311,220
	1,682	Apple, Inc.		896,556

See Notes which are an integral part of the Financial Statements.


		15

Huntington VA Growth Fund

Portfolio of Investments (continued)

December 31, 2012


Shares			Value

		Common Stocks — (continued)
		Information Technology — (continued)
	10,050	Broadcom Corp., Class A	$	333,760
	25,410	Cisco Systems, Inc.		499,306
	2,560	CommVault Systems, Inc. *		178,458
	10,740	eBay, Inc. *		547,955
	7,050	EMC Corp. *		178,365
	730	Google, Inc., Class A *		517,840
	2,070	NeuStar, Inc., Class A *		86,795
	13,660	Oracle Corp.		455,151
	6,840	QUALCOMM, Inc.		424,217
	5,280	Rackspace Hosting, Inc. *		392,146
	20,390	Taiwan Semiconductor Manufacturing Co. Ltd. ADR		349,892
	2,940	Trimble Navigation Ltd. *		175,753
	2,190	Visa, Inc., Class A		331,960

				5,679,374

		Materials — 4.3%
	3,890	Ball Corp.		174,078
	1,510	Eagle Materials, Inc.		88,335
	840	Monsanto Co.		79,506
	1,550	Nucor Corp.		66,929
	1,570	Praxair, Inc.		171,837
	1,110	Sherwin-Williams Co./The		170,740

				751,425

		Real Estate Investment Trusts — 2.4%
	990	American Tower Corp.		76,497
	1,750	HCP, Inc.		79,065
	1,300	Health Care REIT, Inc.		79,677
	1,100	Simon Property Group, Inc.		173,899

				409,138

		Telecommunication Services — 0.5%
	2,350	BT Group PLC ADR		89,371

		Utilities — 0.2%
	490	Sempra Energy		34,761

		Total Common Stocks (Cost $14,781,287)		16,303,597


Shares			Value

		Cash Equivalents — 1.2%
	211,690	Huntington U.S. Treasury Money Market Fund, Trust Shares, 0.050% (b) (c)	$	211,690

		Total Cash Equivalents (Cost $211,690)		211,690

		Short-Term Securities Held as Collateral for Securities Lending — 0.9%
	163,352	Fidelity Institutional Money Market Portfolio, Institutional Class, 0.180% (c)		163,352

		Total Short-Term Securities Held as Collateral for Securities Lending (Cost $163,352)		163,352

		Total Investments (Cost $15,156,329) — 95.5%		16,678,639

		Other Assets in Excess of Liabilities — 4.5%		786,539

		Net Assets — 100.0%	$	17,465,178

(a)	All or a portion of the security was on loan as of December 31, 2012. The total value of securities on loan as of December 31, 2012 was $160,149.

(b)	Investment in affiliate.

(c)	Rate disclosed is the seven day yield as of December 31, 2012.

*	Non-income producing security.


ADR		—American Depositary Receipt

See Notes which are an integral part of the Financial Statements.


		16

Huntington VA Income Equity Fund

Portfolio of Investments Summary Table (Unaudited)

December 31, 2012


Asset Allocation	Percentage of Market Value
Energy		15.8	%
Financials		14.4	%
Industrials		9.2	%
Consumer Staples		9.2	%
Short-Term Securities Held as Collateral for Securities Lending		8.7	%
Information Technology		8.6	%
Health Care		6.8	%
Consumer Discretionary		6.1	%
Real Estate Investment Trusts		6.0	%
Utilities		5.1	%
Materials		3.5	%
Telecommunication Services		3.4	%
Cash¹		3.2	%

Total		100.0	%

¹	Investments in an affiliated money market fund.

Portfolio of Investments

December 31, 2012


Shares			Value

		Common Stocks — 96.4%
		Consumer Discretionary — 6.7%
	7,300	Comcast Corp., Class A	$	272,874
	14,600	Gannett Co., Inc.		262,946
	11,900	Shaw Communications, Inc., Class B (a)		273,462
	10,400	Thomson Reuters Corp. (a)		302,224
	2,500	Time Warner Cable, Inc., Class A		242,975

				1,354,481

		Consumer Staples — 10.1%
	8,800	Altria Group, Inc.		276,496
	8,500	Campbell Soup Co. (a)		296,565
	9,900	ConAgra Foods, Inc.		292,050
	7,200	General Mills, Inc.		290,952
	3,400	Kimberly-Clark Corp.		287,062
	9,500	Sysco Corp.		300,770
	8,000	Walgreen Co.		296,080

				2,039,975

		Energy — 17.3%
	5,700	BP PLC ADR		237,348
	2,800	Chevron Corp.		302,792
	2,800	China Petroleum & Chemical Corp. ADR		321,776
	5,300	ConocoPhillips		307,347
	5,400	Eni SpA ADR (a)		265,356
	6,200	Enterprise Products Partners LP		310,496
	3,500	Exxon Mobil Corp.		302,925
	10,100	Marathon Oil Corp.		309,666


Shares			Value

		Energy — (continued)
	4,900	Marathon Petroleum Corp.	$	308,700
	4,000	Royal Dutch Shell PLC ADR		275,800
	4,800	Total SA ADR		249,648
	9,000	Valero Energy Corp.		307,080

				3,498,934

		Financials — 15.8%
	5,100	Bank of Montreal		312,630
	4,700	Bank of Nova Scotia (a)		272,036
	8,600	BB&T Corp.		250,346
	3,700	Canadian Imperial Bank of Commerce (a)		298,257
	5,600	HSBC Holdings PLC ADR		297,192
	6,500	JPMorgan Chase & Co.		285,805
	4,500	Royal Bank of Canada		271,350
	18,100	SLM Corp.		310,053
	4,200	Travelers Cos., Inc./The		301,644
	9,300	U.S. Bancorp		297,042
	8,900	Wells Fargo & Co.		304,202

				3,200,557

		Health Care — 7.4%
	4,800	Abbott Laboratories		314,400
	6,700	AstraZeneca PLC ADR		316,709
	5,900	Eli Lilly & Co.		290,988
	6,900	Merck & Co., Inc.		282,486
	11,800	Pfizer, Inc.		295,944

				1,500,527

See Notes which are an integral part of the Financial Statements.


		17

Huntington VA Income Equity Fund

Portfolio of Investments (continued)

December 31, 2012


Shares			Value

		Common Stocks — (continued)
		Industrials — 10.1%
	3,300	3M Co.	$	306,405
	13,200	CSX Corp.		260,436
	3,500	Deere & Co.		302,470
	5,600	Eaton Corp. PLC		303,520
	13,700	General Electric Co.		287,563
	11,000	Koninklijke (Royal) Philips Electronics NV		291,940
	8,800	Waste Management, Inc.		296,912

				2,049,246

		Information Technology — 9.4%
	12,700	CA, Inc.		279,146
	15,500	Cisco Systems, Inc.		304,575
	6,100	Harris Corp.		298,656
	17,500	Hewlett-Packard Co.		249,375
	13,100	Intel Corp.		270,253
	9,500	Microsoft Corp.		253,935
	8,200	Paychex, Inc.		255,348

				1,911,288

		Materials — 3.8%
	5,700	Du Pont (E.I.) de Nemours & Co.		256,329
	6,500	International Paper Co.		258,960
	4,600	Lyondellbasell Industries N.V.		262,614

				777,903

		Real Estate Investment Trusts — 6.6%
	6,400	HCP, Inc.		289,152
	4,100	Health Care REIT, Inc.		251,289
	12,000	Hospitality Properties Trust		281,040
	12,500	Kimco Realty Corp.		241,500
	10,300	Mack-Cali Realty Corp.		268,933

				1,331,914

		Telecommunication Services — 3.7%
	7,600	AT&T, Inc.		256,196
	5,900	Verizon Communications, Inc.		255,293
	29,000	Windstream Corp. (a)		240,120

				751,609

		Utilities — 5.5%
	9,400	Exelon Corp.		279,556
	6,900	FirstEnergy Corp.		288,144
	6,900	PG&E Corp.		277,242
	9,700	PPL Corp.		277,711

				1,122,653

		Total Common Stocks (Cost $17,609,786)		19,539,087


Shares			Value
		Cash Equivalents — 3.5%
	712,658	Huntington U.S. Treasury Money Market Fund, Trust Shares, 0.050% (b) (c)	$	712,658

		Total Cash Equivalents (Cost $712,658)		712,658

		Short-Term Securities Held as Collateral for Securities Lending — 9.5%
	1,923,852	Fidelity Institutional Money Market Portfolio, Institutional Class, 0.180% (c)		1,923,852

		Total Short-Term Securities Held as Collateral for Securities Lending (Cost $1,923,852)		1,923,852

		Total Investments (Cost $20,246,296) — 109.4%		22,175,597

		Liabilities in Excess of Other Assets — (9.4)%		(1,899,558	)

		Net Assets — 100.0%	$	20,276,039

(a)	All or a portion of the security was on loan as of December 31, 2012. The total value of securities on loan as of December 31, 2012 was $1,886,129.

(b)	Investment in affiliate.

(c)	Rate disclosed is the seven day yield as of December 31, 2012.

ADR—American Depositary Receipt

See Notes which are an integral part of the Financial Statements.


		18

Huntington VA International Equity Fund

Portfolio of Investments Summary Table (Unaudited)

December 31, 2012


Asset Allocation	Percentage of Market Value
United Kingdom		24.0	%
Japan		12.4	%
France		12.0	%
Germany		7.2	%
Sweden		5.6	%
Switzerland		5.5	%
Singapore		5.0	%
Short-Term Securities Held as Collateral for Securities Lending		3.9	%
Cash¹		3.6	%
Italy		3.5	%
Australia		3.3	%
Mexico		3.2	%
Exchanged-Traded Funds		3.0	%
Hong Kong		2.0	%
Israel		1.7	%
Taiwan		1.5	%
Canada		1.5	%
United States		1.1	%

Total		100.0	%

¹	Investments in an affiliated money market fund.

Portfolio of Investments

December 31, 2012


Shares			Value⁺

		Common Stocks — 92.8%
		Australia — 3.4%
		Industrials — 1.5%
	18,000	Orica Ltd.	$	474,113

		Materials — 1.9%
	15,200	BHP Billiton Ltd.		594,170

				1,068,283

		Canada — 1.5%
		Energy — 1.5%
	14,170	Cenovus Energy, Inc.		475,262

		France — 12.4%
		Consumer Discretionary — 1.9%
	6,000	Cie Generale des Etablissements Michelin SCA		574,727

		Energy — 2.3%
	2,400	Total SA		124,839
	11,100	Total SA ADR (a)		577,311

				702,150

		Financials — 4.5%
	38,509	AXA SA ADR		701,634
	12,347	BNP Paribas		702,687

				1,404,321


Shares			Value⁺

		France — (continued)
		Health Care — 2.4%
	6,000	Sanofi-Aventis ADR	$	284,280
	5,000	Sanofi-Aventis		473,996

				758,276

		Utilities — 1.3%
	10,600	GDF Suez		218,248
	9,323	GDF Suez SA ADR		196,156

				414,404

				3,853,878

		Germany — 7.5%
		Consumer Staples — 2.1%
	8,100	Henkel AG & Co. KGaA		666,179

		Energy — 1.6%
	5,100	BASF SE		482,099

		Industrials — 3.8%
	17,200	GEA Group AG		559,089
	2,636	Siemens AG ADR		288,563
	3,000	Siemens AG		327,945

				1,175,597

				2,323,875

See Notes which are an integral part of the Financial Statements.


		19

Huntington VA International Equity Fund

Portfolio of Investments (continued)

December 31, 2012


Shares			Value⁺

		Common Stocks — (continued)
		Hong Kong — 2.1%
		Financials — 2.1%
	79,800	Wharf (Holdings) Ltd./The	$	636,031

		Israel — 1.8%
		Health Care — 1.8%
	14,900	Teva Pharmaceutical Industries Ltd. ADR		556,366

		Italy — 3.6%
		Energy — 3.6%
	29,200	Eni SpA		715,095
	10,600	Saipem SpA		412,768

				1,127,863

		Japan — 12.9%
		Consumer Discretionary — 2.2%
	18,110	Honda Motor Co. Ltd. ADR		668,983

		Consumer Staples — 1.0%
	6,000	Unicharm Corp.		311,392

		Industrials — 5.6%
	3,400	FANUC Ltd.		631,767
	46,000	KUBOTA Corp.		528,210
	12,500	Makita Corp.		579,943

				1,739,920

		Information Technology — 4.1%
	18,000	Hoya Corp.		354,221
	1,870	KEYENCE Corp.		517,940
	6,800	Murata Manufacturing Co. Ltd.		400,633

				1,272,794

				3,993,089

		Mexico — 3.3%
		Consumer Staples — 2.1%
	6,500	Fomento Economico Mexicano SAB de CV ADR		654,550

		Telecommunication Services — 1.2%
	15,900	America Movil SA de CV, Series L ADR		367,926

				1,022,476

		Singapore — 5.2%
		Financials — 1.8%
	46,600	DBS Group Holdings Ltd.		572,161

		Industrials — 1.8%
	60,300	Keppel Corp Ltd.		550,705

		Telecommunication Services — 1.6%
	17,805	Singapore Telecommunications Ltd. ADR		485,008

				1,607,874

		Sweden — 5.8%
		Consumer Discretionary — 1.8%
	16,600	Hennes & Mauritz AB		575,473


Shares			Value⁺

		Sweden — (continued)
		Industrials — 2.1%
	46,300	Volvo AB	$	638,621

		Materials — 1.9%
	27,700	Svenska Cellulosa AB (SCA)		602,445

				1,816,539

		Switzerland — 5.7%
		Financials — 1.4%
	5,600	ACE Ltd.		446,880

		Health Care — 2.2%
	10,590	Novartis AG ADR (a)		670,347

		Materials — 2.1%
	8,030	Syngenta AG ADR		648,824

				1,766,051

		Taiwan — 1.6%
		Information Technology — 1.6%
	29,077	Taiwan Semiconductor Manufacturing Co. Ltd. ADR		498,961

		United Kingdom — 24.9%
		Consumer Discretionary — 3.8%
	68,000	Greene King PLC		697,003
	24,750	Pearson PLC ADR		483,615

				1,180,618

		Consumer Staples — 4.0%
	118,400	Tesco PLC		652,473
	15,300	Unilever PLC		594,960

				1,247,433

		Energy — 1.4%
	26,550	BG Group PLC ADR		443,651

		Financials — 6.3%
	190,000	Barclays PLC		825,682
	10,000	HSBC Holdings PLC ADR		530,700
	23,000	Standard Chartered PLC		595,469

				1,951,851

		Health Care — 2.7%
	6,200	AstraZeneca PLC ADR		293,074
	12,645	GlaxoSmithKline PLC ADR		549,678

				842,752

		Industrials — 1.9%
	41,900	Rolls-Royce Holdings PLC *		601,225

		Telecommunication Services — 2.9%
	107,000	BT Group PLC		408,388
	194,000	Vodafone Group PLC		488,542

				896,930

		Utilities — 1.9%
	8,525	SSE PLC ADR		198,292
	16,100	SSE PLC		374,700

				572,992

				7,737,452

See Notes which are an integral part of the Financial Statements.


		20

Huntington VA International Equity Fund

Portfolio of Investments (continued)

December 31, 2012


Shares			Value⁺

		Common Stocks — (continued)
		United States — 1.1%
		Energy — 1.1%
	5,080	Schlumberger Ltd.	$	351,993

		Total Common Stocks (Cost $24,848,825)		28,835,993

		Exchange-Traded Funds — 3.2%

	20,000	iShares MSCI Malaysia Index Fund		302,600
	6,000	iShares MSCI South Korea Index Fund		380,160
	22,100	iShares MSCI Taiwan Index Fund		301,002

		Total Exchange-Traded Funds (Cost $789,815)		983,762

		Cash Equivalents — 3.7%
	1,158,404	Huntington U.S. Treasury Money Market Fund, Trust Shares, 0.050% (b) (c)		1,158,404

		Total Cash Equivalents (Cost $1,158,404)		1,158,404


Shares			Value⁺
		Short-Term Securities Held as Collateral for Securities Lending — 4.0%
	1,244,288	Fidelity Institutional Money Market Portfolio, Institutional Class, 0.180% (c)	$	1,244,288

		Total Short-Term Securities Held as Collateral for Securities Lending (Cost $1,244,288)		1,244,288

		Total Investments (Cost $28,041,332) — 103.7%		32,222,447

		Liabilities in Excess of Other Assets — (3.7)%		(1,151,647	)

		Net Assets — 100.0%	$	31,070,800

(a)	All or a portion of the security was on loan as of December 31, 2012. The total value of securities on loan as of December 31, 2012 was $1,230,430.

(b)	Investment in affiliate.

(c)	Rate disclosed is the seven day yield as of December 31, 2012.

*	Non-income producing security.

⁺	All securities, except those traded on United States (including ADRs) and Canadian exchanges, Cash Equivalents or Short-Term Securities were fair valued at December 31, 2012.

ADR—American DepositaryReceipt

See Notes which are an integral part of the Financial Statements.


		21

Huntington VA Macro 100 Fund

Portfolio of Investments Summary Table (Unaudited)

December 31, 2012


Asset Allocation	Percentage of Market Value
Information Technology		17.7	%
Energy		12.0	%
Health Care		11.3	%
Financials		11.1	%
Industrials		10.3	%
Consumer Staples		9.4	%
Consumer Discretionary		8.7	%
Cash¹		7.2	%
Materials		3.5	%
Utilities		3.4	%
Telecommunication Services		2.9	%
Short-Term Securities Held as Collateral for Securities Lending		1.8	%
Real Estate Investment Trusts		0.7	%

Total		100.0	%

¹	Investments in an affiliated money market fund.

Portfolio of Investments

December 31, 2012


Shares			Value

		Common Stocks — 92.7%
		Consumer Discretionary — 8.8%
	4,340	D.R. Horton, Inc.	$	85,845
	4,500	Goodyear Tire & Rubber Co./The *		62,145
	3,700	International Game Technology		52,429
	2,330	Leggett & Platt, Inc.		63,423
	2,000	Marriott International, Inc., Class A		74,540
	4,230	News Corp., Class A		108,034
	1,420	Target Corp.		84,021
	950	TJX Cos., Inc./The		40,328
	210	VF Corp.		31,704
	1,325	Viacom, Inc., Class B		69,881

				672,350

		Consumer Staples — 9.6%
	3,500	Archer-Daniels-Midland Co.		95,865
	950	Clorox Co./The		69,559
	650	Colgate-Palmolive Co.		67,951
	2,590	ConAgra Foods, Inc.		76,405
	3,820	Kroger Co./The		99,396
	2,120	Mondelez International, Inc., Class A		53,996
	1,160	PepsiCo, Inc.		79,379
	2,440	Walgreen Co.		90,304
	1,410	Wal-Mart Stores, Inc.		96,204

				729,059

		Energy — 12.3%
	630	Anadarko Petroleum Corp.		46,815
	430	Apache Corp.		33,755
	1,060	Chevron Corp.		114,628
	1,300	ConocoPhillips		75,387


Shares			Value

		Energy — (continued)
	1,220	Diamond Offshore Drilling, Inc.	$	82,911
	734	Energy Transfer Partners LP		31,511
	2,013	Exxon Mobil Corp.		174,225
	1,940	Marathon Oil Corp.		59,480
	1,600	Marathon Petroleum Corp.		100,800
	1,200	Murphy Oil Corp.		71,460
	3,050	Peabody Energy Corp.		81,161
	1,350	Tesoro Corp.		59,468

				931,601

		Financials — 11.3%
	2,530	Allstate Corp./The		101,630
	1,430	American Express Co.		82,196
	2,650	BB&T Corp.		77,142
	1,080	Berkshire Hathaway, Inc., Class B *		96,876
	1,870	Discover Financial Services		72,089
	2,400	Federated Investors, Inc., Class B (a)		48,552
	1,100	PNC Financial Services Group, Inc.		64,141
	1,470	State Street Corp.		69,105
	1,050	Torchmark Corp.		54,254
	2,010	U.S. Bancorp		64,199
	2,120	Unum Group		44,138
	2,530	Wells Fargo & Co.		86,475

				860,797

		Health Care — 11.5%
	530	Amgen, Inc.		45,750
	1,280	Baxter International, Inc.		85,325
	860	Becton, Dickinson & Co.		67,243
	1,740	Eli Lilly & Co.		85,817

See Notes which are an integral part of the Financial Statements.


		22

Huntington VA Macro 100 Fund

Portfolio of Investments (continued)

December 31, 2012


Shares			Value

		Common Stocks — (continued)
		Health Care — (continued)
	2,640	Forest Laboratories, Inc. *	$	93,245
	1,060	Johnson & Johnson		74,306
	790	McKesson Corp.		76,598
	2,430	Medtronic, Inc.		99,679
	2,000	Merck & Co., Inc.		81,880
	2,180	Patterson Cos., Inc.		74,621
	2,645	Tenet Healthcare Corp. *		85,883

				870,347

		Industrials — 10.5%
	780	3M Co.		72,423
	310	Caterpillar, Inc.		27,770
	850	Deere & Co.		73,457
	1,000	Fluor Corp.		58,740
	2,500	General Electric Co.		52,475
	1,160	Honeywell International, Inc.		73,625
	2,292	Iron Mountain, Inc.		71,167
	960	L-3 Communications Holdings, Inc.		73,555
	540	Pall Corp.		32,540
	2,120	Quanta Services, Inc. *		57,855
	4,000	R.R. Donnelley & Sons Co. (a)		36,000
	580	Stericycle, Inc. *		54,097
	500	Union Pacific Corp.		62,860
	710	United Parcel Service, Inc., Class B		52,348

				798,912

		Information Technology — 18.0%
	6,500	Advanced Micro Devices, Inc. (a) *		15,600
	2,280	Analog Devices, Inc.		95,897
	440	Apple, Inc.		234,533
	5,990	Applied Materials, Inc.		68,526
	1,950	Autodesk, Inc. *		68,933
	4,960	Cisco Systems, Inc.		97,464
	630	Cognizant Technology Solutions Corp., Class A *		46,652
	3,390	Corning, Inc.		42,782
	140	Google, Inc., Class A *		99,312
	3,400	Hewlett-Packard Co.		48,450
	3,700	Intel Corp.		76,331
	585	International Business Machines Corp.		112,057
	1,800	KLA-Tencor Corp.		85,968
	3,910	Microsoft Corp.		104,514
	4,570	NVIDIA Corp.		56,165
	1,100	Oracle Corp.		36,652
	7,110	SAIC, Inc.		80,485

				1,370,321

		Materials — 3.6%
	1,590	Bemis Co., Inc.		53,201
	2,620	Dow Chemical Co./The		84,678
	2,420	Freeport-McMoRan Copper & Gold, Inc.		82,764
	900	Mosaic Co./The		50,967

				271,610

		Real Estate Investment Trusts — 0.7%
	2,700	Kimco Realty Corp.		52,164


Shares			Value
		Telecommunication Services — 3.0%
	2,120	AT&T, Inc.	$	71,465
	850	CenturyLink, Inc.		33,252
	5,200	MetroPCS Communications, Inc. *		51,688
	1,640	Verizon Communications, Inc.		70,963

				227,368

		Utilities — 3.4%
	810	Consolidated Edison, Inc.		44,987
	990	Entergy Corp.		63,113
	2,120	Pepco Holdings, Inc. (a)		41,573
	1,150	Public Service Enterprise Group, Inc.		35,190
	700	Southern Co.		29,967
	2,640	TECO Energy, Inc.		44,246

				259,076

		Total Common Stocks (Cost $6,245,846)		7,043,605

		Cash Equivalents — 7.3%
	556,435	Huntington U.S. Treasury Money Market Fund, Trust Shares, 0.050% (b) (c)		556,435

		Total Cash Equivalents (Cost $556,435)		556,435

		Short-Term Securities Held as Collateral for Securities Lending — 1.8%
	136,265	Fidelity Institutional Money Market Portfolio, Institutional Class, 0.180% (c)		136,265

		Total Short-Term Securities Held as Collateral for Securities Lending (Cost $136,265)		136,265

		Total Investments (Cost $6,938,546) — 101.8%		7,736,305

		Liabilities in Excess of Other Assets — (1.8)%		(139,423	)

		Net Assets — 100.0%	$	7,596,882

(a)	All or a portion of the security was on loan as of December 31, 2012. The total value of securities on loan as of December 31, 2012 was $136,170.

(b)	Investment in affiliate.

(c)	Rate disclosed is the seven day yield as of December 31, 2012.

*	Non-income producing security.

See Notes which are an integral part of the Financial Statements.


		23

Huntington VA Mid Corp America Fund

Portfolio of Investments Summary Table (Unaudited)

December 31, 2012


Asset Allocation	Percentage of Market Value
Information Technology		17.9	%
Industrials		15.1	%
Health Care		12.7	%
Financials		11.8	%
Consumer Discretionary		8.5	%
Real Estate Investment Trusts		6.9	%
Materials		6.7	%
Energy		6.4	%
Consumer Staples		3.9	%
Utilities		3.8	%
Cash¹		3.0	%
Short-Term Securities Held as Collateral for Securities Lending		2.9	%
Telecommunication Services		0.4	%

Total		100.0	%

¹	Investments in an affiliated money market fund.

Portfolio of Investments

December 31, 2012


Shares			Value

		Common Stocks — 97.0%
		Consumer Discretionary — 8.8%
	1,210	Advance Auto Parts, Inc.	$	87,543
	1,950	American Public Education, Inc. (a) *		70,415
	4,420	Bob Evans Farms, Inc.		177,684
	6,440	D.R. Horton, Inc.		127,383
	7,060	Iconix Brand Group, Inc. *		157,579
	3,150	ITT Educational Services, Inc. (a) *		54,527
	4,530	Kohl’s Corp.		194,699
	7,668	Nordstrom, Inc.		410,238
	4,320	PetSmart, Inc.		295,229
	1,150	Ralph Lauren Corp.		172,408
	5,490	Ross Stores, Inc.		297,283
	3,170	Vitamin Shoppe, Inc. *		181,831

				2,226,819

		Consumer Staples — 4.0%
	4,800	Church & Dwight Co., Inc.		257,136
	4,570	Constellation Brands, Inc., Class A*		161,732
	8,100	Dr. Pepper Snapple Group, Inc.		357,858
	6,230	Harris Teeter Supermarkets, Inc.		240,229

				1,016,955

		Energy — 6.6%
	1,500	Baker Hughes, Inc.		61,260
	9,328	Chesapeake Energy Corp.		155,031
	5,680	Helmerich & Payne, Inc.		318,137
	5,000	Murphy Oil Corp.		297,750
	3,014	Noble Energy, Inc.		306,644
	5,930	Oceaneering International, Inc.		318,975
	1,831	Superior Energy Services, Inc. *		37,938


Shares			Value

		Energy — (continued)
	1,993	Unit Corp. *	$	89,785
	6,438	Weatherford International Ltd. *		72,041

				1,657,561

		Financials — 12.1%
	14,740	Brown & Brown, Inc.		375,280
	4,840	Community Bank System, Inc.		132,422
	4,740	Cullen/Frost Bankers, Inc.		257,240
	8,950	Discover Financial Services		345,022
	780	Everest Re Group Ltd.		85,761
	25,920	First Niagara Financial Group, Inc.		205,546
	3,800	Invesco Ltd.		99,142
	1,700	Jones Lang LaSalle, Inc.		142,698
	5,600	Montpelier Re Holdings Ltd.		128,016
	7,940	Principal Financial Group, Inc.		226,449
	5,930	Prosperity Bancshares, Inc.		249,060
	1,950	T. Rowe Price Group, Inc.		127,004
	8,060	Torchmark Corp.		416,460
	13,228	Unum Group		275,407

				3,065,507

		Health Care — 13.1%
	9,920	AmerisourceBergen Corp.		428,346
	7,030	Cepheid, Inc. (a) *		237,684
	2,540	Computer Programs & Systems, Inc.		127,864
	10,856	Life Technologies Corp. *		532,812
	21,100	Mylan, Inc. *		579,828
	2,800	Quest Diagnostics, Inc.		163,156
	9,510	St. Jude Medical, Inc.		343,691
	4,983	Thermo Fisher Scientific, Inc.		317,816

See Notes which are an integral part of the Financial Statements.


		24

Huntington VA Mid Corp America Fund

Portfolio of Investments (continued)

December 31, 2012


Shares			Value

		Common Stocks — (continued)
		Health Care — (continued)
	6,820	Watson Pharmaceutical, Inc. *	$	586,520

				3,317,717

		Industrials — 15.6%
	1,775	Alliant Techsystems, Inc.		109,979
	10,280	Babcock & Wilcox Co.		269,336
	3,900	BorgWarner, Inc. *		279,318
	5,300	CNH Global NV *		213,537
	2,800	Elbit Systems Ltd.		112,140
	550	Flowserve Corp.		80,740
	11,340	Jacobs Engineering Group, Inc. *		482,744
	9,400	John Bean Technologies Corp.		167,038
	10,418	Kennametal, Inc.		416,720
	4,134	Parker Hannifin Corp.		351,638
	3,020	Rockwell Automation, Inc.		253,650
	11,270	Rollins, Inc.		248,391
	3,700	Ryder System, Inc.		184,741
	2,010	Stericycle, Inc. *		187,473
	9,640	Timken Co.		461,081
	1,800	UniFirst Corp.		131,976

				3,950,502

		Information Technology — 18.5%
	1,900	Amdocs Ltd.		64,581
	10,920	Autodesk, Inc. *		386,022
	3,330	BMC Software, Inc. *		132,068
	5,460	Broadcom Corp., Class A		181,327
	7,110	Citrix Systems, Inc. *		467,482
	9,400	CTS Corp.		99,922
	5,805	Fidelity National Information Services, Inc.		202,072
	2,500	Fiserv, Inc. *		197,575
	1,810	FleetCor Technologies, Inc. *		97,107
	12,582	FLIR Systems, Inc.		280,704
	5,800	Harris Corp.		283,968
	4,830	j2 Global, Inc. (a)		147,701
	4,550	Molex, Inc.		124,352
	5,448	NCR Corp. *		138,815
	3,100	NetApp, Inc. *		104,005
	8,700	NVIDIA Corp.		106,923
	19,720	ON Semiconductor Corp. *		139,026
	7,690	Paychex, Inc.		239,467
	4,560	Progress Software Corp. *		95,714
	4,700	Seagate Technology PLC		143,256
	9,400	Synopsys, Inc. *		299,296
	3,600	Syntel, Inc.		192,924
	8,868	Teradata Corp. *		548,841

				4,673,148

		Materials — 6.9%
	5,950	Albemarle Corp.		369,614
	3,200	AptarGroup, Inc.		152,704
	2,100	Ball Corp.		93,975
	3,160	Cia de Minas Buenaventura SA (a)		113,602
	9,500	FMC Corp.		555,940
	2,150	PPG Industries, Inc.		291,002
	1,700	Silver Wheaton Corp.		61,336


Shares			Value
		Materials — (continued)
	3,500	Sonoco Products Co.	$	104,055

				1,742,228


		Real Estate Investment Trusts — 7.1%
	4,660	EPR Properties (a)		214,873
	1,600	Federal Realty Investment Trust		166,432
	3,970	Highwoods Properties, Inc.		132,797
	2,100	Home Properties, Inc.		128,751
	2,100	Liberty Property Trust		75,117
	3,820	Mack-Cali Realty Corp.		99,740
	18,400	Medical Properties Trust, Inc.		220,064
	2,300	Mid-America Apartment Communities, Inc.		148,925
	2,940	PS Business Parks, Inc.		191,041
	4,000	Rayonier, Inc.		207,320
	3,240	Sovran Self Storage, Inc.		201,204

				1,786,264

		Telecommunication Services — 0.4%
	1,600	TELUS Corp.		104,224

		Utilities — 3.9%
	5,870	Alliant Energy Corp.		257,752
	11,240	CMS Energy Corp.		274,031
	1,240	DTE Energy Co.		74,462
	2,500	New Jersey Resources Corp.		99,050
	5,900	Portland General Electric Co.		161,424
	4,560	Xcel Energy, Inc.		121,798

				988,517

		Total Common Stocks (Cost $18,115,820)		24,529,442

		Cash Equivalents — 3.1%
	782,960	Huntington U.S. Treasury Money Market Fund, Trust Shares, 0.050% (b) (c)		782,960

		Total Cash Equivalents (Cost $782,960)		782,960

		Short-Term Securities Held as Collateral for Securities Lending — 3.0%
	754,921	Fidelity Institutional Money Market Portfolio, Institutional Class, 0.180% (c)		754,921

		Total Short-Term Securities Held as Collateral for Securities Lending (Cost $754,921)		754,921

		Total Investments (Cost $19,653,701) — 103.1%		26,067,323

		Liabilities in Excess of Other Assets — (3.1)%		(793,400	)

		Net Assets — 100.0%	$	25,273,923

(a)	All or a portion of the security was on loan as of December 31, 2012. The total value of securities on loan as of December 31, 2012 was $750,024.

(b)	Investment in affiliate.

(c)	Rate disclosed is the seven day yield as of December 31, 2012.

*	Non-income producing security.

See Notes which are an integral part of the Financial Statements.


		25

Huntington VA Real Strategies Fund

Portfolio of Investments Summary Table (Unaudited)

December 31, 2012


Asset Allocation	Percentage of Market Value
Energy		25.8	%
Materials		19.0	%
Industrials		13.3	%
Short-Term Securities Held as Collateral for Securities Lending		10.1	%
Real Estate Investment Trusts		8.3	%
Exchange-Traded Funds		6.4	%
Real Estate Investments		5.5	%
Cash¹		4.6	%
Consurmer Staples		3.9	%
Closed-End Fund		2.8	%
Warrants		0.2	%
Options Purchased		0.1	%

Total		100.0	%

¹	Investments in an affiliated money market fund.

Portfolio of Investments

December 31, 2012


Shares			Value

		Common Stocks — 78.2%
		Consumer Staples — 4.3%
	1,260	Bunge Ltd.	$	91,589
	3,320	Smithfield Foods, Inc. *		71,612

				163,201

		Energy — 28.7%
	7,400	Adaro Energy Tbk PT		61,420
	2,400	Cameco Corp. (a)		47,328
	2,300	Canadian Natural Resources Ltd.		66,401
	3,500	Canadian Oil Sands Ltd. (a)		71,190
	3,000	Cheniere Energy, Inc. *		56,340
	3,870	Chesapeake Energy Corp.		64,319
	1,770	Enterprise Products Partners LP		88,642
	1,389	Kinder Morgan, Inc.		49,073
	2,000	Linn Energy LLC		70,480
	1,100	National Oilwell Varco, Inc.		75,185
	3,000	Natural Resource Partners LP		55,620
	1,600	Sasol Ltd. ADR		69,264
	2,500	Spectra Energy Corp.		68,450
	2,986	Statoil ASA ADR		74,770
	1,600	Tenaris SA ADR (a)		67,072
	1,100	Transocean Ltd.		49,115
	21,300	Uranium Energy Corp. (a) *		54,528

				1,089,197

		Industrials — 14.8%
	1,700	AGCO Corp. *		83,504
	900	Caterpillar, Inc.		80,622
	2,200	Chicago Bridge & Iron Co. NV		101,970
	1,320	Deere & Co.		114,074


Shares			Value

		Industrials — (continued)
	1,100	Lindsay Corp.	$	88,132
	700	Valmont Industries, Inc.		95,585

				563,887

		Materials — 21.1%
	750	Agrium, Inc. (a)		74,933
	2,300	AngloGold Ashanti Ltd. ADR		72,151
	1,800	Barrick Gold Corp.		63,018
	600	BHP Billiton Ltd. ADR		47,064
	1,500	Cliffs Natural Resources, Inc. (a)		57,840
	2,000	Molycorp, Inc. (a) *		18,880
	1,310	Potash Corporation of Saskatchewan, Inc.		53,304
	500	Praxair, Inc.		54,725
	1,280	Rio Tinto PLC ADR		74,355
	4,100	Stillwater Mining Co. *		52,398
	800	Syngenta AG ADR		64,640
	300	Terra Nitrogen Co. LP		64,227
	2,200	Vale SA ADR		46,112
	1,200	Yara International ASA ADR		59,688

				803,335

		Real Estate Investment Trusts — 9.3%
	500	AvalonBay Communities, Inc.		67,795
	5,100	Duke Realty Corp.		70,737
	2,300	Rayonier, Inc.		119,209
	3,400	Weyerhaeuser Co.		94,588

				352,329

		Total Common Stocks (Cost $2,841,346)		2,971,949

See Notes which are an integral part of the Financial Statements.


		26

Huntington VA Real Strategies Fund

Portfolio of Investments (continued)

December 31, 2012


Shares or Contracts			Value



		Exchange-Traded Funds — 7.2%
	3,020	iShares Silver Trust *	$	88,637
	3,200	Market Vectors Junior Gold Miners Fund ETF		63,360
	1,400	Market Vectors Oil Services ETF (a)		54,152
	2,400	PowerShares DB Agriculture Fund *		67,080

		Total Exchange-Traded Funds (Cost $318,763)		273,229

		Real Estate Investments (b) (c) (d) — 6.1%
		Discount Retail Portfolio II DST		46,551
		Grocery & Pharmacy DST		48,390
		New York Power DST		45,382
		Scotts Gahanna LLC (e)		47,659
		Winston-Salem DST		45,213

		Total Real Estate Investments (Cost $256,000)		233,195

		Closed-End Fund — 3.1%
	5,600	Central Fund of Canada Ltd., Class A (a)		117,768

		Total Closed-End Fund (Cost $98,635)		117,768

		Warrants — 0.2%
	1,818	Kinder Morgan, Inc., Expires 5/25/2017		6,871

		Total Warrants (Cost $2,869)		6,871

		Options Purchased — 0.1%
	5	Market Vectors Gold Miners ETF, Call @ $42, Expiring January 2013		2,250

		Total Options Purchased (Cost $2,725)		2,250

		Cash Equivalents — 5.1%
	194,383	Huntington U.S. Treasury Money Market Fund, Trust Shares, 0.050% (e) (f)		194,383

		Total Cash Equivalents (Cost $194,383)		194,383


Shares			Value
		Short-Term Securities Held as Collateral for Securities Lending — 11.3%
	428,558	Fidelity Institutional Money Market Portfolio, Institutional Class, 0.180% (f)	$	428,558

		Total Short-Term Securities Held as Collateral for Securities Lending (Cost $428,558)		428,558

		Total Investments (Cost $4,143,279) — 111.3%		4,228,203

		Liabilities in Excess of Other Assets — (11.3)%		(427,752	)

		Net Assets — 100.0%	$	3,800,451

(a)	All or a portion of the security was on loan as of December 31, 2012. The total value of securities on loan as of December 31, 2012 was $432,496.

(b)	Illiquid security.

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

(d)	Investments do not offer shares. Fair value represents direct ownership of Real Estate.

(e)	Investment in affiliate.

(f)	Rate disclosed is the seven day yield as of December 31, 2012.

*	Non-income producing security.


ADR		—American Depositary Receipt
DST		—Delaware Statutory Trust
ETF		—Exchange-Traded Fund

See Notes which are an integral part of the Financial Statements.


		27

Huntington VA Rotating Markets Fund

Portfolio of Investments Summary Table (Unaudited)

December 31, 2012


Asset Allocation	Percentage of Market Value
Information Technology		59.2	%
Consumer Discretionary		16.7	%
Health Care		12.2	%
Exchange-Traded Funds		4.5	%
Consumer Staples		2.5	%
Industrials		1.9	%
Cash¹		1.4	%
Telecommunication Services		0.8	%
Materials		0.5	%
Short-Term Securities Held as Collateral for Securities Lending		0.3	%

Total		100.0	%

¹	Investments in an affiliated money market fund.

Portfolio of Investments

December 31, 2012


Shares			Value

		Common Stocks — 94.2%
		Consumer Discretionary — 16.8%
	945	Amazon.com, Inc. *	$	237,327
	265	Apollo Group, Inc., Class A *		5,544
	490	Bed Bath & Beyond, Inc. *		27,396
	4,245	Comcast Corp., Class A		158,678
	1,430	DIRECTV, Class A *		71,729
	495	Dollar Tree, Inc. *		20,077
	245	Expedia, Inc.		15,055
	130	Fossil, Inc. *		12,103
	405	Garmin Ltd. (a)		16,532
	1,150	Liberty Interactive, Inc. *		22,632
	57	Liberty Ventures Group, Series A *		3,862
	690	Mattel, Inc.		25,268
	120	Netflix, Inc. *		11,134
	3,475	News Corp., Class A		88,751
	255	O’Reilly Automotive, Inc. *		22,802
	110	Priceline.com, Inc. *		68,332
	475	Ross Stores, Inc.		25,721
	87	Sears Canada, Inc. *		883
	205	Sears Holdings Corp. *		8,479
	7,495	Sirius XM Radio, Inc. *		21,661
	1,440	Staples, Inc.		16,416
	1,490	Starbucks Corp.		79,894
	610	Virgin Media, Inc.		22,417
	205	Wynn Resorts Ltd.		23,060

				1,005,753

		Consumer Staples — 2.6%
	865	Costco Wholesale Corp.		85,436
	375	Green Mountain Coffee Roasters, Inc. (a) *		15,510
	345	Monster Beverage Corp. *		18,244


Shares			Value

		Consumer Staples — (continued)
	375	Whole Foods Market, Inc.	$	34,249

				153,439

		Health Care — 12.2%
	385	Alexion Pharmaceuticals, Inc. *		36,117
	1,795	Amgen, Inc.		154,944
	505	Biogen Idec, Inc. *		74,068
	895	Celgene Corp. *		70,454
	345	Cerner Corp. *		26,786
	285	DENTSPLY International, Inc.		11,289
	975	Express Scripts Holding Co. *		52,650
	1,545	Gilead Sciences, Inc. *		113,480
	175	Henry Schein, Inc. *		14,081
	80	Intuitive Surgical, Inc. *		39,230
	365	Life Technologies Corp. *		17,914
	870	Mylan, Inc. *		23,908
	185	Perrigo Co.		19,246
	1,440	Teva Pharmaceutical Industries Ltd. ADR		53,770
	435	Vertex Pharmaceuticals, Inc. *		18,244
	520	Warner Chilcott PLC, Class A		6,261

				732,442

		Industrials — 1.9%
	335	CH Robinson Worldwide, Inc.		21,179
	435	Expeditors International of Washington, Inc.		17,204
	600	Fastenal Co.		28,014
	730	PACCAR, Inc.		33,003
	165	Stericycle, Inc. *		15,390

				114,790

		Information Technology — 59.4%
	2,365	Activision Blizzard, Inc.		25,116

See Notes which are an integral part of the Financial Statements.


		28

Huntington VA Rotating Markets Fund

Portfolio of Investments (continued)

December 31, 2012


Shares			Value

		Common Stocks — (continued)
		Information Technology — (continued)
	985	Adobe Systems, Inc. *	$	37,115
	365	Akamai Technologies, Inc. *		14,932
	650	Altera Corp.		22,386
	1,880	Apple, Inc.		1,002,096
	2,660	Applied Materials, Inc.		30,430
	450	Autodesk, Inc. *		15,907
	995	Automatic Data Processing, Inc.		56,725
	490	Avago Technologies Ltd.		15,513
	540	Baidu, Inc. ADR *		54,157
	345	BMC Software, Inc. *		13,683
	985	Broadcom Corp., Class A		32,712
	1,005	CA, Inc.		22,090
	435	Check Point Software Technologies Ltd. *		20,723
	10,945	Cisco Systems, Inc.		215,069
	385	Citrix Systems, Inc. *		25,314
	620	Cognizant Technology Solutions Corp., Class A *		45,911
	3,745	Dell, Inc.		37,937
	2,610	eBay, Inc. *		133,162
	170	F5 Networks, Inc. *		16,515
	180	First Solar, Inc. *		5,558
	285	Fiserv, Inc. *		22,524
	1,450	Flextronics International Ltd. *		9,005
	390	Google, Inc., Class A *		276,654
	10,345	Intel Corp.		213,417
	590	Intuit, Inc.		35,105
	335	KLA-Tencor Corp.		16,000
	235	Lam Research Corp. *		8,491
	475	Linear Technology Corp.		16,292
	1,240	Marvell Technology Group Ltd.		9,002
	590	Maxim Integrated Products, Inc.		17,346
	395	Microchip Technology, Inc.		12,873
	1,980	Micron Technology, Inc. *		12,573
	9,834	Microsoft Corp.		262,863
	740	NetApp, Inc. *		24,827
	620	Nuance Communications, Inc. *		13,838
	1,250	NVIDIA Corp.		15,362
	10,315	Oracle Corp.		343,696
	740	Paychex, Inc.		23,044
	3,420	QUALCOMM, Inc.		212,108
	1,035	Research In Motion Ltd. *		12,296
	470	SanDisk Corp. *		20,473
	935	Seagate Technology PLC		28,499
	1,485	Symantec Corp. *		27,933
	325	VeriSign, Inc. *		12,617
	530	Xilinx, Inc.		19,027
	2,530	Yahoo!, Inc. *		50,347

				3,559,263

		Materials — 0.5%
	105	Randgold Resources Ltd. ADR		10,421
	235	Sigma-Aldrich Corp.		17,291

				27,712


Shares			Value

		Telecommunication Services — 0.8%
	1,910	Vodafone Group PLC ADR	$	48,113

		Total Common Stocks (Cost $5,692,939)		5,641,512

		Exchange-Traded Funds — 4.5%
	4,142	Powershares QQQ Trust, Series 1		269,686

		Total Exchange-Traded Funds (Cost $282,019)		269,686

		Cash Equivalents — 1.4%
	86,329	Huntington U.S. Treasury Money Market Fund, Trust Shares, 0.050% (b) (c)		86,329

		Total Cash Equivalents (Cost $86,329)		86,329

		Short-Term Securities Held as Collateral for Securities Lending — 0.3%
	16,391	Fidelity Institutional Money Market Portfolio, Institutional Class, 0.180% (c)		16,391

		Total Short-Term Securities Held as Collateral for Securities Lending (Cost $16,391)		16,391

		Total Investments (Cost $6,077,678) — 100.4%		6,013,918

		Liabilities in Excess of Other Assets — (0.4)%		(22,619	)

		Net Assets — 100.0%	$	5,991,299

(a)	All or a portion of the security was on loan as of December 31, 2012. The total value of securities on loan as of December 31, 2012 was $16,418.

(b)	Investment in affiliate.

(c)	Rate disclosed is the seven day yield as of December 31, 2012.

*	Non-income producing security.


ADR		—American Depositary Receipt

See Notes which are an integral part of the Financial Statements.


		29

Huntington VA Situs Fund

Portfolio of Investments Summary Table (Unaudited)

December 31, 2012


Asset Allocation	Percentage of Market Value
Information Technology		22.4	%
Industrials		15.6	%
Health Care		12.6	%
Consumer Discretionary		10.7	%
Financials		10.6	%
Materials		7.9	%
Short-Term Securities Held as Collateral for Securities Lending		6.0	%
Energy		4.9	%
Cash¹		4.3	%
Consumer Staples		2.0	%
Utilities		1.2	%
Real Estate Investment Trusts		1.2	%
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, 2012


Shares			Value⁺

		Common Stocks — 94.3%
		Bermuda — 1.7%
		Financials — 1.7%
	17,750	Arch Capital Group Ltd. *	$	781,355

		Brazil — 0.1%
		Consumer Staples — 0.1%
	1,000	Cia Brasileira de Distribuicao Grupo Pao de Acucar ADR (a)		44,390

		Chile — 0.1%
		Materials — 0.1%
	800	Sociedad Quimica y Minera de Chile SA ADR		46,112

		Finland — 0.8%
		Industrials — 0.8%
	2,000	Cargotec Oyj		53,217
	4,200	Kone Oyj		310,530

				363,747

		Germany — 0.3%
		Consumer Discretionary — 0.2%
	1,500	Douglas Holding AG		75,371

		Health Care — 0.1%
	1,900	Stada Arzneimittel AG		61,469

				136,840

		Hong Kong — 0.2%
		Consumer Discretionary — 0.2%
	13,000	Television Broadcasts Ltd.		97,752


Shares			Value⁺

		Ireland — 0.4%
		Consumer Staples — 0.4%
	3,500	Kerry Group PLC	$	184,813

		Japan — 0.4%
		Consumer Discretionary — 0.2%
	2,000	Honda Motor Co. Ltd. ADR		73,880

		Industrials — 0.1%
	3,500	Sato Corp.		56,511

		Information Technology — 0.1%
	14,800	Furuno Electric Co. Ltd.		68,427

				198,818

		Sweden — 0.1%
		Consumer Discretionary — 0.1%
	4,800	Haldex AB		24,850

		Switzerland — 0.2%
		Consumer Discretionary — 0.2%
	2,000	Garmin Ltd. (a)		81,640

		United Kingdom — 0.5%
		Industrials — 0.5%
	4,800	Concentric AB		41,426
	26,424	HALMA PLC		198,915

				240,341

		United States — 89.5%
		Consumer Discretionary — 10.5%
	55,000	Cabela’s, Inc., Class A *		2,296,250
	3,000	Jakks Pacific, Inc.		37,560
	1,500	Papa John’s International, Inc. *		82,410

See Notes which are an integral part of the Financial Statements.


		30

Huntington VA Situs Fund

Portfolio of Investments (continued)

December 31, 2012


Shares			Value⁺

		Common Stocks — (continued)
		United States — (continued)
		Consumer Discretionary — (continued)
	2,000	Rent-A-Center, Inc.	$	68,720
	25,000	Sonic Corp. *		260,250
	17,000	Sturm Ruger & Co., Inc. (a)		771,800
	15,000	Tempur-Pedic International, Inc. *		472,350
	2,000	Tractor Supply Co.		176,720
	15,000	Urban Outfitters, Inc. *		590,400

				4,756,460

		Consumer Staples — 1.6%
	700	Darling International, Inc. *		11,228
	15,100	Fresh Del Monte Produce, Inc.		397,885
	7,000	Sanderson Farms, Inc.		332,850

				741,963

		Energy — 5.2%
	7,000	Alliance Resource Partners LP		406,490
	4,000	Atwood Oceanics, Inc. *		183,160
	9,000	CARBO Ceramics, Inc. (a)		705,060
	8,000	Denbury Resources, Inc. *		129,600
	700	Dril-Quip, Inc. *		51,135
	9,660	Halcon Resources Corp. *		66,847
	1,744	Helix Energy Solutions Group, Inc.*		35,996
	9,000	Lufkin Industries, Inc. (a)		523,170
	5,000	SM Energy Co.		261,050

				2,362,508

		Financials — 9.4%
	30,000	Cullen/Frost Bankers, Inc.		1,628,100
	2,000	Evercore Partners, Inc.		60,380
	1,200	EZCORP, Inc., Class A *		23,832
	8,000	International Bancshares Corp.		144,400
	15,000	Protective Life Corp.		428,700
	45,000	Raymond James Financial, Inc.		1,733,850
	5,000	SCBT Financial Corp.		200,900
	1,500	WSFS Financial Corp.		63,375

				4,283,537

		Health Care — 13.1%
	4,500	AmSurg Corp. *		135,045
	13,000	Arena Pharmaceuticals, Inc. (a) *		117,260
	650	Bio-Rad Laboratories, Inc., Class A *		68,283
	20,000	Cerner Corp. *		1,552,800
	15,000	Edwards LifeSciences Corp. (b) *		1,352,550
	3,000	Healthways, Inc. *		32,100
	3,000	Kindred Healthcare, Inc. *		32,460
	5,000	Merit Medical Systems, Inc. *		69,500
	22,000	Myriad Genetics, Inc. *		599,500
	7,000	Osiris Therapeutics, Inc. (a) *		62,860
	1	PharMerica Corp. *		14
	1,500	PSS World Medical, Inc. *		43,320
	22,000	Watson Pharmaceutical, Inc. *		1,892,000

				5,957,692


Shares			Value⁺

		United States — (continued)
		Industrials — 15.0%
	1,000	American Superconductor Corp. (a) *	$	2,620
	5,000	BE Aerospace, Inc. *		247,000
	20,000	EnPro Industries, Inc. *		818,000
	15,000	Flowserve Corp.		2,202,000
	20,000	Harsco Corp.		470,000
	4,000	Lindsay Corp.		320,480
	2,000	Mine Safety Appliances Co.		85,420
	15,000	Quanta Services, Inc. *		409,350
	1,000	Ryder System, Inc.		49,930
	22,000	Southwest Airlines Co.		225,280
	40,000	Trinity Industries, Inc.		1,432,800
	10,000	Watts Water Technologies, Inc., Class A		429,900
	5,000	Werner Enterprises, Inc.		108,350

				6,801,130

		Information Technology — 23.5%
	2,500	3D Systems Corp. *		133,375
	13,000	ACI Worldwide, Inc. *		567,970
	17,000	Anixter International, Inc. *		1,087,660
	4,000	Black Box Corp.		97,360
	6,000	Cardtronics, Inc. *		142,440
	25,000	Diodes, Inc. *		433,750
	3,000	Exlservice Holdings, Inc. *		79,500
	42,000	Geospace Technologies Corp. *		3,732,540
	3,000	Hutchinson Technology, Inc. (a) *		6,000
	50,000	Jabil Circuit, Inc.		964,500
	20,000	Red Hat, Inc. *		1,059,200
	10,000	ScanSource, Inc. *		317,700
	10,000	Sigma Designs, Inc. *		51,500
	28,000	Trimble Navigation Ltd. *		1,673,840
	10,000	TriQuint Semiconductor, Inc. *		48,400
	5,500	Tyler Technologies, Inc. *		266,420

				10,662,155

		Materials — 8.3%
	5,000	Albemarle Corp.		310,600
	12,000	Buckeye Technologies, Inc.		344,520
	3,000	Commercial Metals Co.		44,580
	2,500	Eagle Materials, Inc.		146,250
	7,000	Eastman Chemical Co.		476,350
	9,000	Owens-Illinois, Inc. *		191,430
	8,000	Quaker Chemical Corp.		430,880
	4,000	RTI International Metals, Inc. *		110,240
	10,800	Scotts Miracle-Gro Co., Class A (a)		475,740
	4,000	Terra Nitrogen Co. LP		856,360
	5,000	Texas Industries, Inc. (a) *		255,050
	2,500	United States Lime & Minerals, Inc.*		117,800

				3,759,800

		Real Estate Investment Trusts — 1.3%
	3,500	Camden Property Trust		238,735
	1,064	CBL & Associates Properties, Inc.		22,568
	8,500	Equity One, Inc.		178,585
	5,000	Weingarten Realty Investors		133,850

				573,738

See Notes which are an integral part of the Financial Statements.


		31

Huntington VA Situs Fund

Portfolio of Investments (continued)

December 31, 2012


Shares			Value⁺

		Common Stocks — (continued)
		United States — (continued)
		Telecommunication Services — 0.3%
	15,000	General Communication, Inc., Class A *	$	143,850

		Utilities — 1.3%
	1,000	AGL Resources, Inc.		39,970
	5,000	Hawaiian Electric Industries, Inc.		125,700
	6,000	Portland General Electric Co.		164,160
	7,500	UGI Corp.		245,325

				575,155

				40,617,988

		Total Common Stocks (Cost $31,619,124)		42,818,646

		Exchange-Traded Funds — 0.3%
	3,500	iShares FTSE China 25 Index Fund		141,680

		Total Exchange-Traded Funds (Cost $89,145)		141,680

		Cash Equivalents — 4.6%
	2,078,878	Huntington U.S. Treasury Money Market Fund, Trust Shares, 0.050% (c) (d)		2,078,878

		Total Cash Equivalents (Cost $2,078,878)		2,078,878


Shares			Value⁺
		Short-Term Securities Held as Collateral for Securities Lending — 6.3%
	2,856,982	Fidelity Institutional Money Market Portfolio, Institutional Class, 0.180% (d)	$	2,856,982

		Total Short-Term Securities Held as Collateral for Securities Lending (Cost $2,856,982)		2,856,982

		Total Investments (Cost $36,644,129) — 105.5%		47,896,186

		Liabilities in Excess of Other Assets — (5.5)%		(2,493,888	)

		Net Assets — 100.0%	$	45,402,298

(a)	All or a portion of the security was on loan as of December 31, 2012. The total value of securities on loan as of December 31, 2012 was $2,875,020.

(b)	All or a portion of the security is held as collateral for written call options.

(c)	Investment in affiliate.

(d)	Rate disclosed is the seven day yield as of December 31, 2012.

*	Non-income producing security.

+	All securities, except those traded on United States (including ADRs) and Canadian exchanges, Cash Equivalents or Short-Term Securities were fair valued at December 31, 2012.


ADR		—American Depositary Receipt

See Notes which are an integral part of the Financial Statements.


		32

Huntington VA Mortgage Securities Fund

Portfolio of Investments Summary Table (Unaudited)

December 31, 2012


Asset Allocation	Percentage of Market Value
U.S. Government Mortgage Backed Agencies		67.2	%
U.S. Government Agencies		16.2	%
Common Stocks		11.7	%
Cash¹		2.8	%
Collateralized Mortgage Obligations		1.6	%
Short-Term Securities Held as Collateral for Securities Lending		0.5	%

Total		100.0	%

¹	Investments in an affiliated money market fund.

Portfolio of Investments

December 31, 2012


Principal Amount			Value

		U.S. Government Mortgage Backed Agencies — 67.4%
		Federal Home Loan Mortgage Corporation — 15.6%
$	1,798	Pool # M81004, 5.000%, 1/1/13	$	1,805
	5,136	Pool # B18052, 4.500%, 3/1/15		5,498
	12,274	Pool # J03237, 5.500%, 8/1/16		13,118
	7,063	Pool # E96459, 5.000%, 5/1/18		7,600
	45,592	Pool # J10396, 4.000%, 7/1/19		48,620
	7,204	Pool # G18008, 4.500%, 9/1/19		7,681
	3,867	Pool # G18015, 4.500%, 10/1/19		4,123
	31,942	Pool # G12286, 5.000%, 7/1/21		34,385
	27,031	Pool # G12297, 6.000%, 7/1/21		29,723
	28,393	Pool # G12425, 5.500%, 10/1/21		30,647
	45,531	Pool # E02402, 6.000%, 10/1/22		50,462
	22,456	Pool # C90779, 5.000%, 1/1/24		24,171
	8,186	Pool # C90837, 5.500%, 6/1/24		8,933
	76,806	Pool # G13629, 4.500%, 8/1/24		81,746
	73,351	Pool # J11053, 4.500%, 10/1/24		78,069
	174,607	Pool # J11829, 4.000%, 3/1/25		187,761
	90,576	Pool # E02696, 4.000%, 5/1/25		95,786
	17,837	Pool # C91000, 6.000%, 11/1/26		19,473
	179,645	Pool # D97248, 5.500%, 4/1/27		194,572
	45,651	Pool # C91175, 5.000%, 5/1/28		49,172
	99,925	Pool # C91251, 4.500%, 6/1/29		107,744
	144,463	Pool # C91284, 4.500%, 1/1/30		155,768
	175,975	Pool # C91296, 5.000%, 4/1/30		189,415
	238,818	Pool # C91441, 3.000%, 4/1/32		250,919
	293,800	Pool # C91484, 3.000%, 8/1/32		308,688
	22,524	Pool # 1G0865, 2.825%, 7/1/35 (a)		24,010
	48,007	Pool # A55565, 6.000%, 12/1/36		52,327
	50,939	Pool # G03498, 5.500%, 11/1/37		55,036
	202,690	Pool # A93316, 4.500%, 8/1/40		218,328
	185,632	Pool # A93936, 4.500%, 9/1/40		199,954
	318,979	Pool # A94008, 4.000%, 9/1/40		340,927
	233,549	Pool # G06784, 3.500%, 10/1/41		248,621

				3,125,082


Principal Amount			Value

		Federal National Mortgage Association — 39.5%
$	80,479	Pool # 786729, 5.500%, 8/1/19	$	87,202
	344,809	Pool # MA0670, 3.500%, 3/1/21		365,990
	328,096	Pool # MA0740, 3.500%, 5/1/21		348,916
	45,253	Pool # 254501, 5.500%, 9/1/22		49,183
	163,704	Pool # 962070, 4.000%, 3/1/23		175,499
	69,994	Pool # 889255, 5.000%, 3/1/23		75,879
	6,807	Pool # 254908, 5.000%, 9/1/23		7,380
	4,481	Pool # 255360, 5.000%, 8/1/24		4,926
	135,583	Pool # 935763, 4.000%, 11/1/24		148,148
	229,558	Pool # 932438, 4.000%, 1/1/25		246,026
	20,088	Pool # 255711, 5.500%, 4/1/25		22,008
	18,957	Pool # 255745, 5.500%, 5/1/25		20,769
	13,878	Pool # 357771, 5.000%, 5/1/25		15,219
	17,918	Pool # 255767, 5.500%, 6/1/25		19,630
	45,241	Pool # 255834, 4.500%, 6/1/25		49,621
	12,946	Pool # 255808, 5.000%, 7/1/25		14,198
	43,207	Pool # 255984, 4.500%, 11/1/25		47,391
	18,675	Pool # 256116, 6.000%, 2/1/26		20,451
	294,872	Pool # AL0238, 3.500%, 3/1/26		313,077
	51,575	Pool # 257163, 5.000%, 4/1/28		55,917
	125,808	Pool # 257237, 4.500%, 6/1/28		137,202
	37,132	Pool # 257238, 5.000%, 6/1/28		40,258
	126,255	Pool # MA0022, 4.500%, 4/1/29		136,821
	100,749	Pool # MA0115, 4.500%, 7/1/29		109,181
	175,321	Pool # AC1219, 4.500%, 8/1/29		193,884
	92,504	Pool # MA0171, 4.500%, 9/1/29		100,246
	219,984	Pool # MA0443, 5.000%, 5/1/30		238,366
	141,947	Pool # MA0563, 4.000%, 11/1/30		152,849
	220,127	Pool # MA0776, 4.500%, 6/1/31		239,375
	176,336	Pool # MA0804, 4.000%, 7/1/31		189,880
	254,600	Pool # MA0976, 3.500%, 2/1/32		272,293
	472,404	Pool # AB4713, 3.000%, 3/1/32		497,375
	214,413	Pool # MA1084, 3.500%, 6/1/32		229,314
	8,967	Pool # 721540, 5.000%, 7/1/33		9,771
	58,816	Pool # 746683, 5.500%, 10/1/33		67,426

See Notes which are an integral part of the Financial Statements.


		33

Huntington VA Mortgage Securities Fund

Portfolio of Investments (continued)

December 31, 2012


Principal Amount			Value

		Federal National Mortgage Association — (continued)
$	13,326	Pool # 786457, 5.355%, 7/1/34 (a)	$	14,344
	8,015	Pool # 845573, 3.406%, 2/1/36 (a)		8,624
	36,337	Pool # 831487, 5.500%, 4/1/36		39,533
	57,980	Pool # 745511, 5.000%, 4/1/36		62,816
	56,599	Pool # 868935, 5.500%, 5/1/36		61,576
	28,516	Pool # 903812, 5.500%, 12/1/36		31,023
	16,117	Pool # 907484, 6.000%, 1/1/37		17,647
	349,767	Pool # AD7724, 5.000%, 7/1/40		379,813
	178,591	Pool # AD7906, 5.000%, 7/1/40		198,956
	353,131	Pool # AE4310, 4.000%, 9/1/40		379,040
	179,633	Pool # AE0395, 4.500%, 10/1/40		195,507
	188,855	Pool # AE7535, 4.000%, 10/1/40		202,711
	186,763	Pool # AE4628, 4.500%, 10/1/40		202,451
	177,455	Pool # AE8395, 4.000%, 11/1/40		190,475
	382,016	Pool # AH6655, 4.000%, 2/1/41		410,045
	355,361	Pool # AJ5469, 3.500%, 11/1/41		379,279
	414,635	Pool # AB4106, 3.500%, 12/1/41		442,543

				7,918,054

		Government National Mortgage Association — 12.3%
	8,058	Pool # 3590, 5.500%, 8/20/19		8,725
	20,113	Pool # 3708, 5.500%, 5/20/20		21,815
	33,319	Pool # 3741, 4.500%, 8/20/20		36,495
	20,729	Pool # 683937, 6.000%, 2/15/23		22,868
	117,542	Pool # 666057, 5.000%, 3/15/23		128,418
	320,964	Pool # 741854, 4.000%, 5/15/25		346,196
	149,468	Pool # 4886, 4.500%, 12/20/25		162,947
	457,975	Pool # 5326, 3.000%, 3/20/27		490,057
	311,876	Pool # 3457, 4.500%, 10/20/33		344,344
	6,459	Pool # 3571, 6.500%, 6/20/34		7,404
	76,663	Pool # 605653, 5.500%, 8/15/34		85,504
	5,245	Pool # 3637, 5.500%, 11/20/34		5,835
	126,111	Pool # 3689, 4.500%, 3/20/35		139,240
	18,457	Pool # 3710, 5.000%, 5/20/35		20,355
	17,130	Pool # 650348, 5.500%, 11/15/35		18,887
	105,571	Pool # 676974, 5.500%, 5/15/38		115,869
	185,866	Pool # 733602, 5.000%, 4/15/40		210,946
	285,201	Pool # 4978, 4.500%, 3/20/41		313,887

				2,479,792

		Total U.S. Government Mortgage Backed Agencies (Cost $12,996,756)		13,522,928

		U.S. Government Agencies — 16.3%
		Federal Farm Credit Bank — 7.8%
	500,000	1.500%, 11/16/15		516,418
	500,000	2.580%, 6/8/18		540,125
	500,000	1.950%, 7/19/22		502,383

				1,558,926


Shares or Principal Amount			Value

		Federal Home Loan Bank — 4.2%
$	500,000	3.125%, 12/8/17	$	556,271
	250,000	4.125%, 12/13/19		296,719

				852,990

		Federal Home Loan Mortgage Corporation — 3.0%
	600,000	0.450%, 11/24/15		600,868

		Federal National Mortgage Association — 1.3%
	250,000	1.125%, 9/17/13		251,716

		Total U.S. Government Agencies (Cost $3,104,519)		3,264,500

		Common Stocks — 11.7%
		Real Estate Investment Trusts — 11.7%
	1,553	Acadia Realty Trust		38,949
	1,300	Alexandria Real Estate Equities, Inc.		90,116
	2,500	American Campus Communities, Inc.		115,325
	500	Associated Estates Realty Corp.		8,060
	500	BioMed Realty Trust, Inc.		9,665
	1,000	Boston Properties, Inc.		105,810
	300	Brookfield Office Properties, Inc.		5,103
	500	Colonial Properties Trust		10,685
	1,200	Coresite Realty Corp.		33,192
	700	CubeSmart		10,199
	100	DDR Corp.		1,566
	300	DiamondRock Hospitality Co.		2,700
	1,500	Digital Realty Trust, Inc. (b)		101,835
	2,400	Douglas Emmett, Inc.		55,920
	4,300	Duke Realty Corp.		59,641
	900	DuPont Fabros Technology, Inc.		21,744
	2,100	EastGroup Properties, Inc.		113,001
	1,800	Equity Lifestyle Properties, Inc.		121,122
	1,000	Equity Residential		56,670
	800	Essex Property Trust, Inc.		117,320
	700	Excel Trust, Inc.		8,869
	300	Extra Space Storage, Inc.		10,917
	300	Federal Realty Investment Trust		31,206
	1,400	HCP, Inc.		63,252
	1,000	Health Care REIT, Inc.		61,290
	1,900	Home Properties, Inc.		116,489
	3,614	Host Hotels & Resorts, Inc.		56,631
	1,100	Kimco Realty Corp.		21,252
	1,500	Kite Realty Group Trust		8,385
	2,500	LaSalle Hotel Properties		63,475
	1,600	Macerich Co./The		93,280
	200	Mack-Cali Realty Corp.		5,222
	1,100	National Retail Properties, Inc.		34,320
	1,400	Pennsylvania Real Estate Investment Trust		24,696
	300	Post Properties, Inc.		14,985
	946	ProLogis, Inc.		34,520
	500	Public Storage, Inc.		72,480
	400	Regency Centers Corp.		18,848

See Notes which are an integral part of the Financial Statements.


		34

Huntington VA Mortgage Securities Fund

Portfolio of Investments (continued)

December 31, 2012


Shares or Principal Amount			Value

		Common Stocks — (continued)
		Real Estate Investment Trusts — (continued)
	300	Retail Properties of America, Inc.	$	3,591
	200	Sabra Health Care REIT, Inc.		4,344
	1,100	Simon Property Group, Inc.		173,899
	400	SL Green Realty Corp.		30,660
	200	Sovran Self Storage, Inc.		12,420
	1,900	Tanger Factory Outlet Centers, Inc.		64,980
	816	UDR, Inc.		19,404
	1,986	Ventas, Inc.		128,534
	316	Vornado Realty Trust		25,305
	2,300	Weingarten Realty Investors		61,571
	200	Westfield Group		2,196
	200	Westfield Retail Trust		628

		Total Common Stocks (Cost $1,725,591)		2,346,272

		Collateralized Mortgage Obligations — 1.6%
		Federal Home Loan Bank — 0.2%
$	13,327	Series Z2-2013, 4.800%, 2/25/13		13,399
	18,985	Series SK-2015, 5.140%, 8/18/15		20,245

				33,644

		Federal Home Loan Mortgage Corporation — 1.1%
	16,133	Series 2770, 4.000%, 1/15/18		16,330
	177,252	Series 2784, 4.000%, 4/15/19		188,238
	7,481	Series R010, 5.500%, 12/15/19		7,506
	7,288	Series 2672, 5.500%, 8/15/31		7,330

				219,404

		Federal National Mortgage Association — 0.1%
	21,894	Series 1999-13, 6.000%, 4/25/29		24,747

		Government National Mortgage Association — 0.2%
	45,520	Series 2005-55, 5.000%, 5/20/32		45,873

		Total Collateralized Mortgage Obligations (Cost $308,512)		323,668


Shares			Value

		Cash Equivalents — 2.9%
	572,278	Huntington U.S. Treasury Money Market Fund, Trust Shares 0.050% (c) (d)	$	572,278

		Total Cash Equivalents (Cost $572,278)		572,278

		Short-Term Securities Held as Collateral for Securities Lending —0.5%
	103,566	Fidelity Institutional Money Market Portfolio, Institutional Class, 0.180% (d)		103,566

		Total Short-Term Securities Held as Collateral for Securities Lending (Cost $103,566)		103,566

		Total Investments (Cost $18,811,222) — 100.4%		20,133,212

		Liabilities in Excess of Other Assets —(0.4)%		(70,672	)

		Net Assets — 100.0%	$	20,062,540

(a)	Variable or Floating Rate Security. Rate disclosed is as of December 31, 2012.

(b)	All or a portion of the security was on loan as of December 31, 2012. The total value of securities on loan as of December 31, 2012 was $101,835.

(c)	Investment in affiliate.

(d)	Rate disclosed is the seven day yield as of December 31, 2012.

See Notes which are an integral part of the Financial Statements.


		35

Huntington Funds

Statements of Assets and Liabilities

December 31, 2012


	Huntington VA Balanced Fund			Huntington VA Dividend Capture Fund			Huntington VA Growth Fund			Huntington VA Income Equity Fund
Assets:
Investments, at cost	$	39,775,215		$	32,127,128		$	15,156,329		$	20,246,296

Investments, at value	$	—		$	33,225,289		$	16,466,949		$	21,462,939
Investments in affiliated securities, at value		44,363,961			606,094			211,690			712,658

Total investments		44,363,961			33,831,383			16,678,639			22,175,597
Cash		—			3,092			—			—
Income receivable		27,425			66,866			11,771			57,010
Receivable for investments sold		—			—			4,322,368			—
Receivable for shares sold		1,720			—			3,889			—
Receivable from Advisor		8,337			—			—			—
Prepaid expenses and other assets		3,482			3,097			2,579			2,679

Total assets		44,404,925			33,904,438			21,019,246			22,235,286
Liabilities:
Payable for return of collateral on loaned securities		—			1,060,536			163,352			1,923,852
Payable for investments purchased		—			—			3,359,195			—
Payable for shares redeemed		3,115			35,277			13,053			14,052
Accrued expenses and other payables:
Investment advisor fees		—			16,558			8,889			10,314
Administration fees		6,823			5,028			2,699			3,132
Custodian fees		420			752			435			491
Professional fees		3,273			2,536			1,316			1,605
Financial administration fees		329			1,720			982			1,372
Printing and postage		5,210			3,780			2,220			2,366
Transfer agent fees		2,510			2,116			1,649			1,766
Compliance service fees		422			324			170			204
Other		118			170			108			93

Total Liabilities		22,220			1,128,797			3,554,068			1,959,247

Net Assets	$	44,382,705		$	32,775,641		$	17,465,178		$	20,276,039

Net Assets consist of:
Paid in capital	$	39,047,165		$	39,036,804		$	16,727,439		$	22,161,249
Net unrealized appreciation of investments, options and translations of assets and liabilities in foreign currency		4,588,746			1,704,255			1,522,310			1,929,312
Accumulated net realized loss on investments, options and foreign currency transactions		(94,204	)		(9,215,960	)		(923,702	)		(4,612,922	)
Accumulated net investment income		840,998			1,250,542			139,131			798,400

Net Assets	$	44,382,705		$	32,775,641		$	17,465,178		$	20,276,039

Shares Outstanding (unlimited number of shares authorized, no par value)		3,092,086			3,040,604			2,098,691			2,111,479

Net Asset Value, Redemption Price and Offering Price Per Share:
(Net asset value, offering and redemption price per share)	$	14.35		$	10.78		$	8.32		$	9.60

See Notes which are an integral part of the Financial Statements.


		36

Huntington Funds

Statements of Assets and Liabilities

December 31, 2012


	Huntington VA International Equity Fund			Huntington VA Macro 100 Fund			Huntington VA Mid Corp America Fund		Huntington VA Real Strategies Fund
Assets:
Investments, at cost	$	28,041,332		$	6,938,546		$	19,653,701	$	4,143,279

Investments, at value	$	31,064,043		$	7,179,870		$	25,284,363	$	3,986,161
Investments in affiliated securities, at value		1,158,404			556,435			782,960		242,042

Total investments		32,222,447			7,736,305			26,067,323		4,228,203
Cash		2,508			—			—		—
Foreign currencies, at value (Cost $17, $-, $- and $-)		18			—			—		—
Income receivable		53,771			6,465			30,230		4,776
Receivable for investments sold		5,175			—			—		—
Receivable for shares sold		61,875			1,404			—		312
Tax reclaims receivable		11,168			—			—		—
Prepaid expenses and other assets		3,029			2,235			2,441		2,105

Total assets		32,359,991			7,746,409			26,099,994		4,235,396
Liabilities:
Payable for return of collateral on loaned securities		1,244,288			136,265			754,921		428,558
Payable for investments purchased		—			—			—		70
Payable for shares redeemed		10,675			3,041			42,700		433
Accrued expenses and other payables:
Investment advisor fees		15,967			3,845			12,833		1,887
Administration fees		4,849			1,168			3,897		573
Custodian fees		1,511			156			633		92
Professional fees		2,356			569			1,944		282
Financial administration fees		2,503			1,963			3,564		1,260
Printing and postage		3,304			929			3,306		452
Transfer agent fees		2,149			1,419			1,778		1,291
Compliance service fees		299			73			246		37
Other		1,290			99			249		10

Total Liabilities		1,289,191			149,527			826,071		434,945

Net Assets	$	31,070,800		$	7,596,882		$	25,273,923	$	3,800,451

Net Assets consist of:
Paid in capital	$	30,379,014		$	9,019,884		$	18,613,628	$	3,570,769
Net unrealized appreciation of investments, options and translations of assets and liabilities in foreign currency		4,181,834			797,759			6,413,622		84,924
Accumulated net realized gain (loss) on investments, options and foreign currency transactions		(3,973,856	)		(2,315,676	)		54,178		118,415
Accumulated net investment income		483,808			94,915			192,495		26,343

Net Assets	$	31,070,800		$	7,596,882		$	25,273,923	$	3,800,451

Shares Outstanding (unlimited number of shares authorized, no par value)		2,184,074			781,516			1,366,384		436,992

Net Asset Value, Redemption Price and Offering Price Per Share:
(Net asset value, offering and redemption price per share)	$	14.23		$	9.72		$	18.50	$	8.70

See Notes which are an integral part of the Financial Statements.


		37

Huntington Funds

Statements of Assets and Liabilities

December 31, 2012


	Huntington VA Rotating Markets Fund			Huntington VA Situs Fund			Huntington VA Mortgage Securities Fund
Assets:
Investments, at cost	$	6,077,678		$	36,644,129		$	18,811,222

Investments, at value	$	5,927,589		$	45,817,308		$	19,560,934
Investments in affiliated securities, at value		86,329			2,078,878			572,278

Total investments		6,013,918			47,896,186			20,133,212
Cash		74			—			36
Income receivable		2,517			23,637			60,334
Receivable for investments sold		—			—			73
Receivable for shares sold		368			443,869			3,536
Tax reclaims receivable		—			1,547			—
Prepaid expenses and other assets		2,183			3,450			2,651

Total assets		6,019,060			48,368,689			20,199,842
Liabilities:
Payable for return of collateral on loaned securities		16,391			2,856,982			103,566
Options written, at value (premium received $-, $56,121 and $-)		—			31,125			—
Payable for shares redeemed		3,444			34,352			3,769
Accrued expenses and other payables:
Investment advisor fees		3,010			21,983			10,155
Administration fees		914			6,675			3,083
Custodian fees		165			1,053			468
Professional fees		432			3,202			1,451
Financial administration fees		1,147			2,319			10,146
Printing and postage		796			5,188			2,674
Transfer agent fees		1,318			2,505			1,712
Compliance service fees		56			399			191
Other		88			608			87

Total Liabilities		27,761			2,966,391			137,302

Net Assets	$	5,991,299		$	45,402,298		$	20,062,540

Net Assets consist of:
Paid in capital	$	5,426,568		$	34,885,417		$	18,682,811
Net unrealized appreciation (depreciation) of investments, options and translations of assets and liabilities in foreign currency		(63,760	)		11,277,110			1,321,990
Accumulated net realized gain (loss) on investments, options and foreign currency transactions		581,280			(1,068,006	)		(412,605	)
Accumulated net investment income		47,211			307,777			470,344

Net Assets	$	5,991,299		$	45,402,298		$	20,062,540

Shares Outstanding (unlimited number of shares authorized, no par value)		481,921			2,492,985			1,677,759

Net Asset Value, Redemption Price and Offering Price Per Share:
(Net asset value, offering and redemption price per share)	$	12.43		$	18.21		$	11.96

See Notes which are an integral part of the Financial Statements.


		38

Huntington Funds

Statements of Operations

Year Ended December 31, 2012


	Huntington VA Balanced Fund			Huntington VA Dividend Capture Fund			Huntington VA Growth Fund			Huntington VA Income Equity Fund
Investment Income:
Dividend income	$	—		$	1,591,307		$	354,412		$	1,031,442
Dividend income from affiliated securities		885,192			67			62			31
Income from securities lending, net^(a)		—			33,135			3,905			3,352
Foreign dividend taxes withheld		—			(22,683	)		(2,177	)		(23,479	)

Total investment income		885,192			1,601,826			356,202			1,011,346

Expenses:
Investment advisor fees		43,365			200,451			109,539			126,017
Administration fees		79,011			60,870			33,263			38,267
Custodian fees		4,902			9,000			4,930			5,637
Transfer and dividend disbursing agent fees and expenses		11,032			9,986			8,607			8,812
Trustees’ fees		3,591			2,781			1,517			1,754
Professional fees		12,075			9,376			5,008			5,916
Financial administration fees		1,038			5,408			3,820			4,147
Printing and postage		12,310			9,220			5,032			5,862
Insurance premiums		3,474			3,245			2,882			2,935
Compliance service fees		1,568			1,348			716			859
Line of credit fees and interest expense		817			643			364			404
Other		4,263			3,627			1,911			2,186

Total expenses		177,446			315,955			177,589			202,796

Investment advisory fees waived		(43,365	)		—			—			—
Reimbursement from advisor		(89,886	)		—			—			—

Net expenses		44,195			315,955			177,589			202,796

Net investment income		840,997			1,285,871			178,613			808,550

Net Realized/Unrealized Gain (Loss) on Investments, Options and Foreign Currency Transactions:
Net realized gain on investment transactions		—			1,953,006			1,072,802			775,757
Net realized gain on transactions from affiliates		342,088			—			—			—
Net realized gain on option transactions		—			—			11,472			34,670
Net realized loss on foreign currency transactions		—			—			—			(4,043	)

Net realized gain on investments, options and foreign currency transactions		342,088			1,953,006			1,084,274			806,384

Net change in unrealized appreciation of investments, options and translation of assets and liabilities in foreign currency		2,629,042			288,287			582,487			465,841

Net realized and unrealized gain on investments options and foreign currency transactions		2,971,130			2,241,293			1,666,761			1,272,225

Change in net assets resulting from operations	$	3,812,127		$	3,527,164		$	1,845,374		$	2,080,775

^(a)	Income from securities lending is net of ($—, $7,158, $754 and $564) expenses paid to Huntington Bank.

See Notes which are an integral part of the Financial Statements.


		39

Huntington Funds

Statements of Operations

Year Ended December 31, 2012


	Huntington VA International Equity Fund			Huntington VA Macro 100 Fund		Huntington VA Mid Corp America Fund			Huntington VA Real Strategies Fund
Investment Income:
Dividend income	$	912,515		$	175,095	$	425,117		$	79,058
Dividend income from affiliated securities		338			67		110			3,883
Income from securities lending, net^(a)		11,906			916		24,860			22,569
Foreign dividend taxes withheld		(99,439	)		—		(8,945	)		(3,229	)

Total investment income		825,320			176,078		441,142			102,281

Expenses:
Investment advisor fees		177,581			43,471		139,410			22,549
Administration fees		53,925			13,201		42,334			6,848
Custodian fees		16,448			1,926		6,114			1,011
Transfer and dividend disbursing agent fees and expenses		9,749			7,633		8,709			7,431
Trustees’ fees		2,458			605		1,994			312
Professional fees		8,284			2,080		19,158			1,399
Financial administration fees		6,911			5,791		7,631			3,468
Printing and postage		8,686			2,705		11,450			1,169
Insurance premiums		3,109			2,596		4,449			2,530
Compliance service fees		1,127			299		989			144
Line of credit fees and interest expense		543			130		463			73
Other		6,169			868		2,896			484

Total expenses		294,990			81,305		245,597			47,418

Net investment income		530,330			94,773		195,545			54,863

Net Realized/Unrealized Gain (Loss) on Investments, Options and Foreign Currency Transactions:
Net realized gain (loss) on investment transactions		(1,029,723	)		92,605		1,738,788			84,077
Net realized gain on option transactions		—			—		—			21,781
Net realized loss on foreign currency transactions		(40,909	)		—		—			—

Net realized gain (loss) on investments, options and foreign currency transactions		(1,070,632	)		92,605		1,738,788			105,858

Net change in unrealized appreciation/depreciation of investments, options and translation of assets and liabilities in foreign currency		4,376,541			492,008		472,293			(199	)

Net realized and unrealized gain on investments options and foreign currency transactions		3,305,909			584,613		2,211,081			105,659

Change in net assets resulting from operations	$	3,836,239		$	679,386	$	2,406,626		$	160,522

^(a)	Income from securities lending is net of ($2,261, $187, $6,028 and $4,898) expenses paid to Huntington Bank.

See Notes which are an integral part of the Financial Statements.


		40

Huntington Funds

Statements of Operations

Year Ended December 31, 2012


	Huntington VA Rotating Markets Fund			Huntington VA Situs Fund			Huntington VA Mortgage Securities Fund
Investment Income:
Dividend income	$	117,418		$	582,978		$	62,374
Dividend income from affiliated securities		13			276			109
Interest income		—			—			499,011
Income from securities lending, net^(a)		995			29,095			689
Foreign dividend taxes withheld		(236	)		(1,519	)		(23	)

Total investment income		118,190			610,830			562,160

Expenses:
Investment advisor fees		38,239			241,439			122,322
Administration fees		11,612			73,316			37,145
Custodian fees		1,732			13,484			5,498
Transfer and dividend disbursing agent fees and expenses		7,491			10,872			8,682
Trustees’ fees		527			3,325			1,693
Professional fees		1,754			11,416			5,714
Financial administration fees		4,005			6,819			30,819
Printing and postage		1,775			16,043			6,046
Insurance premiums		2,596			3,255			2,977
Compliance service fees		258			1,491			789
Line of credit fees and interest expense		134			844			394
Other		833			6,049			2,601

Total expenses		70,956			388,353			224,680

Net investment income		47,234			222,477			337,480

Net Realized/Unrealized Gain (Loss) on Investments, Options and Foreign Currency Transactions:
Net realized gain (loss) on investment transactions		1,461,412			264,682			25,685
Net realized gain on option transactions		—			128,503			—
Net realized loss on foreign currency transactions		(14	)		(559	)		(6	)

Net realized gain (loss) on investments, options and foreign currency transactions		1,461,398			392,626			25,679

Net change in unrealized appreciation/depreciation of investments, options and translation of assets and liabilities in foreign currency		(1,066,523	)		7,616,183			300,304

Net realized and unrealized gain on investments options and foreign currency transactions		394,875			8,008,809			325,983

Change in net assets resulting from operations	$	442,109		$	8,231,286		$	663,463

^(a)	Income from securities lending is net of ($187, $6,028 and $151) expenses paid to Huntington Bank.

See Notes which are an integral part of the Financial Statements.


		41

Huntington Funds

Statements of Changes in Net Assets


	Huntington VA Balanced Fund						Huntington VA Dividend Capture Fund
	Year Ended December 31, 2012			Year Ended December 31, 2011			Year Ended December 31, 2012			Year Ended December 31, 2011
Increase (Decrease) in Net Assets:
Operations—
Net investment income	$	840,997		$	657,205		$	1,285,871		$	1,240,780
Net realized gain (loss) on investments		342,088			(161,106	)		1,953,006			2,484,913
Net change in unrealized appreciation/depreciation of investments		2,629,042			(91,120	)		288,287			(1,520,449	)

Change in net assets resulting from operations		3,812,127			404,979			3,527,164			2,205,244

Distributions to Shareholders—
From net investment income		(657,202	)		(355,696	)		(1,257,345	)		(1,161,458	)
From net realized gain on investments		(193,193	)		(1,630	)		—			—

Change in net assets resulting from distributions to shareholders		(850,395	)		(357,326	)		(1,257,345	)		(1,161,458	)

Change in net assets resulting from capital transactions		2,096,820			12,407,778			(1,320,035	)		(2,842,867	)

Change in net assets		5,058,552			12,455,431			949,784			(1,799,081	)
Net Assets:
Beginning of year		39,324,153			26,868,722			31,825,857			33,624,938

End of year	$	44,382,705		$	39,324,153		$	32,775,641		$	31,825,857

Accumulated net investment income included in net assets at end of year	$	840,998		$	657,203		$	1,250,542		$	1,225,213

Capital Transactions:
Shares Sold		4,527,533			13,389,240			5,180,583			5,148,394
Dividends reinvested		850,395			357,326			1,257,345			1,161,458
Shares redeemed		(3,281,108	)		(1,338,788	)		(7,757,963	)		(9,152,719	)

Net change resulting from capital transactions	$	2,096,820		$	12,407,778		$	(1,320,035	)	$	(2,842,867	)

Share Transactions:
Shares Sold		321,702			990,533			481,474			509,850
Dividends reinvested		59,149			26,747			117,729			115,110
Shares redeemed		(230,111	)		(101,750	)		(721,790	)		(911,404	)

Net change resulting from share transactions		150,740			915,530			(122,587	)		(286,444	)

See Notes which are an integral part of the Financial Statements.


		42

Huntington Funds

Statements of Changes in Net Assets


	Huntington VA Growth Fund						Huntington VA Income Equity Fund
	Year Ended December 31, 2012			Year Ended December 31, 2011			Year Ended December 31, 2012			Year Ended December 31, 2011
Increase (Decrease) in Net Assets:
Operations—
Net investment income	$	178,613		$	73,659		$	808,550		$	756,346
Net realized gain on investments		1,084,274			442,382			806,384			980,260
Net change in unrealized appreciation/depreciation of investments		582,487			(966,798	)		465,841			(304,346	)

Change in net assets resulting from operations		1,845,374			(450,757	)		2,080,775			1,432,260

Distributions to Shareholders—
From net investment income		(61,447	)		(27,515	)		(776,185	)		(566,505	)

Change in net assets resulting from distributions to shareholders		(61,447	)		(27,515	)		(776,185	)		(566,505	)

Change in net assets resulting from capital transactions		(1,932,099	)		(419,828	)		(1,055,762	)		(2,636,859	)

Change in net assets		(148,172	)		(898,100	)		248,828			(1,771,104	)
Net Assets:
Beginning of year		17,613,350			18,511,450			20,027,211			21,798,315

End of year	$	17,465,178		$	17,613,350		$	20,276,039		$	20,027,211

Accumulated net investment income included in net assets at end of year	$	139,131		$	74,975		$	798,400		$	770,078

Capital Transactions:
Shares Sold		1,772,989			4,530,067			2,935,290			2,966,234
Dividends reinvested		61,447			27,515			776,185			566,505
Shares redeemed		(3,766,535	)		(4,977,410	)		(4,767,237	)		(6,169,598	)

Net change resulting from capital transactions	$	(1,932,099	)	$	(419,828	)	$	(1,055,762	)	$	(2,636,859	)

Share Transactions:
Shares Sold		215,070			598,210			304,026			333,449
Dividends reinvested		7,503			3,620			81,963			62,666
Shares redeemed		(452,632	)		(647,003	)		(494,160	)		(689,519	)

Net change resulting from share transactions		(230,059	)		(45,173	)		(108,171	)		(293,404	)

See Notes which are an integral part of the Financial Statements.


		43

Huntington Funds

Statements of Changes in Net Assets


	Huntington VA International Equity Fund						Huntington VA Macro 100 Fund
	Year Ended December 31, 2012			Year Ended December 31, 2011			Year Ended December 31, 2012			Year Ended December 31, 2011
Increase (Decrease) in Net Assets:
Operations—
Net investment income	$	530,330		$	438,264		$	94,773		$	38,763
Net realized gain (loss) on investments		(1,070,632	)		(75,278	)		92,605			304,411
Net change in unrealized appreciation/depreciation of investments		4,376,541			(3,427,524	)		492,008			(459,421	)

Change in net assets resulting from operations		3,836,239			(3,064,538	)		679,386			(116,247	)

Distributions to Shareholders—
From net investment income		(380,441	)		(323,030	)		(44,426	)		(34,846	)

Change in net assets resulting from distributions to shareholders		(380,441	)		(323,030	)		(44,426	)		(34,846	)

Change in net assets resulting from capital transactions		1,530,045			6,824,594			801,234			(303,138	)

Change in net assets		4,985,843			3,437,026			1,436,194			(454,231	)
Net Assets:
Beginning of year		26,084,957			22,647,931			6,160,688			6,614,919

End of year	$	31,070,800		$	26,084,957		$	7,596,882		$	6,160,688

Accumulated net investment income included in net assets at end of year	$	483,808		$	384,196		$	94,915		$	44,568

Capital Transactions:
Shares Sold		7,227,331			11,517,948			2,201,625			1,399,148
Dividends reinvested		380,441			323,030			44,426			34,846
Shares redeemed		(6,077,727	)		(5,016,384	)		(1,444,817	)		(1,737,132	)

Net change resulting from capital transactions	$	1,530,045		$	6,824,594		$	801,234		$	(303,138	)

Share Transactions:
Shares Sold		540,031			835,329			232,320			157,913
Dividends reinvested		27,001			25,719			4,642			3,929
Shares redeemed		(448,471	)		(362,222	)		(152,447	)		(199,023	)

Net change resulting from share transactions		118,561			498,826			84,515			(37,181	)

See Notes which are an integral part of the Financial Statements.


		44

Huntington Funds

Statements of Changes in Net Assets


	Huntington VA Mid Corp America Fund						Huntington VA Real Strategies Fund
	Year Ended December 31, 2012			Year Ended December 31, 2011			Year Ended December 31, 2012			Year Ended December 31, 2011
Increase (Decrease) in Net Assets:
Operations—
Net investment income	$	195,545		$	61,991		$	54,863		$	10,726
Net realized gain on investments		1,738,788			2,383,834			105,858			81,142
Net change in unrealized appreciation/depreciation of investments		472,293			(2,887,980	)		(199	)		(462,169	)

Change in net assets resulting from operations		2,406,626			(442,155	)		160,522			(370,301	)

Distributions to Shareholders—
From net investment income		(63,776	)		(78,630	)		(8,929	)		(5,592	)
From net realized gain on investments		(1,305,821	)		—			(18,205	)		—

Change in net assets resulting from distributions to shareholders		(1,369,597	)		(78,630	)		(27,134	)		(5,592	)

Change in net assets resulting from capital transactions		7,765,302			(3,323,703	)		126,277			896,349

Change in net assets		8,802,331			(3,844,488	)		259,665			520,456
Net Assets:
Beginning of year		16,471,592			20,316,080			3,540,786			3,020,330

End of year	$	25,273,923		$	16,471,592		$	3,800,451		$	3,540,786

Accumulated net investment income included in net assets at end of year	$	192,495		$	60,726		$	26,343		$	(8,669	)

Capital Transactions:
Shares Sold		1,962,153			1,816,414			678,400			1,237,780
Shares issued in connection with merger		11,114,709			—
Dividends reinvested		1,369,597			78,630			27,134			5,592
Shares redeemed		(6,681,157	)		(5,218,747	)		(579,257	)		(347,023	)

Net change resulting from capital transactions	$	7,765,302		$	(3,323,703	)	$	126,277		$	896,349

Share Transactions:
Shares Sold		104,397			104,174			78,869			134,954
Shares issued in connection with merger		577,960			—
Dividends reinvested		74,855			4,582			3,159			668
Shares redeemed		(355,997	)		(295,427	)		(66,516	)		(38,397	)

Net change resulting from share transactions		401,215			(186,671	)		15,512			97,225

See Notes which are an integral part of the Financial Statements.


		45

Huntington Funds

Statements of Changes in Net Assets


	Huntington VA Rotating Markets Fund						Huntington VA Situs Fund
	Year Ended December 31, 2012			Year Ended December 31, 2011			Year Ended December 31, 2012			Year Ended December 31, 2011
Increase (Decrease) in Net Assets:
Operations—
Net investment income	$	47,234		$	97,697		$	222,477		$	950
Net realized gain on investments		1,461,398			104,371			392,626			801,403
Net change in unrealized appreciation/depreciation of investments		(1,066,523	)		241,094			7,616,183			(1,158,137	)

Change in net assets resulting from operations		442,109			443,162			8,231,286			(355,784	)

Distributions to Shareholders—
From net investment income		(97,697	)		(21,470	)		—			(8,225	)

Change in net assets resulting from distributions to shareholders		(97,697	)		(21,470	)		—			(8,225	)

Change in net assets resulting from capital transactions		(815,541	)		(916,614	)		1,900,338			11,951,894

Change in net assets		(471,129	)		(494,922	)		10,131,624			11,587,885
Net Assets:
Beginning of year		6,462,428			6,957,350			35,270,674			23,682,789

End of year	$	5,991,299		$	6,462,428		$	45,402,298		$	35,270,674

Accumulated net investment income included in net assets at end of year	$	47,211		$	97,697		$	307,777		$	36,595

Capital Transactions:
Shares Sold		644,785			655,665			13,584,039			18,928,040
Dividends reinvested		97,697			21,470			—			8,225
Shares redeemed		(1,558,023	)		(1,593,749	)		(11,683,701	)		(6,984,371	)

Net change resulting from capital transactions	$	(815,541	)	$	(916,614	)	$	1,900,338		$	11,951,894

Share Transactions:
Shares Sold		51,034			56,901			817,181			1,259,300
Dividends reinvested		8,028			1,807			—			550
Shares redeemed		(124,001	)		(138,399	)		(698,962	)		(465,166	)

Net change resulting from share transactions		(64,939	)		(79,691	)		118,219			794,684

See Notes which are an integral part of the Financial Statements.


		46

Huntington Funds

Statements of Changes in Net Assets


	Huntington VA Mortgage Securities Fund
	Year Ended December 31, 2012			Year Ended December 31, 2011
Increase (Decrease) in Net Assets:
Operations—
Net investment income	$	337,480		$	402,901
Net realized gain (loss) on investments		25,679			4,224
Net change in unrealized appreciation of investments		300,304			595,218

Change in net assets resulting from operations		663,463			1,002,343

Distributions to Shareholders—
From net investment income		(487,131	)		(386,232	)

Change in net assets resulting from distributions to shareholders		(487,131	)		(386,232	)

Change in net assets resulting from capital transactions		292,511			1,629,844

Change in net assets		468,843			2,245,955
Net Assets:
Beginning of year		19,593,697			17,347,742

End of year	$	20,062,540		$	19,593,697

Accumulated net investment income included in net assets at end of year	$	470,344		$	483,927

Capital Transactions:
Shares Sold		3,252,286			6,290,570
Dividends reinvested		487,131			386,232
Shares redeemed		(3,446,906	)		(5,046,958	)

Net change resulting from capital transactions	$	292,511		$	1,629,844

Share Transactions:
Shares Sold		269,096			536,119
Dividends reinvested		40,798			32,566
Shares redeemed		(283,992	)		(426,704	)

Net change resulting from share transactions		25,902			141,981

See Notes which are an integral part of the Financial Statements.


		47

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⁽³⁾	$	10.00		0.18			0.09			0.27			(0.01	)		—			—			(0.01	)
2009	$	10.26		0.13	⁽⁷⁾		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	)		—	⁽⁸⁾		—			(0.12	)
2012	$	13.37		0.27			0.99			1.26			(0.22	)		(0.06	)		—			(0.28	)
Huntington VA Dividend Capture Fund
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	)
2012	$	10.06		0.45			0.70			1.15			(0.43	)		—			—			(0.43	)

(1)	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.

(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)	Reflects operations for the period from November 10, 2008 (commencement of operations) to December 31, 2008.

(4)	Not Annualized.

(5)	Computed on an annualized basis.

(6)	Does not include the effect of expenses of underlying funds.

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

(8)	Amount is less than $0.005.

See Notes which are an integral part of the Financial Statements.


		48


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

$	10.26		2.68	%⁽⁴⁾		0.10	%⁽⁵⁾⁽⁶⁾		14.05	%⁽⁵⁾		31.88	%⁽⁵⁾⁽⁶⁾	$	234		19	%⁽⁴⁾
$	12.02		17.70	%		0.10	%⁽⁶⁾		1.11	%		0.61	%⁽⁶⁾	$	6,810		20	%
$	13.26		10.43	%		0.10	%⁽⁶⁾		2.08	%		0.45	%⁽⁶⁾	$	26,869		17	%
$	13.37		1.75	%		0.10	%⁽⁶⁾		1.94	%		0.46	%⁽⁶⁾	$	39,324		27	%
$	14.35		9.42	%		0.10	%⁽⁶⁾		1.94	%		0.41	%⁽⁶⁾	$	44,383		13	%

$	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	%
$	10.78		11.47	%		0.95	%		3.85	%		0.95	%	$	32,776		110	%


		49

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
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	)
2012	$	7.56		0.09		0.70			0.79			(0.03	)		—			—			(0.03	)
Huntington VA Income Equity Fund
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	)
2012	$	9.02		0.42		0.54			0.96			(0.38	)		—			—			(0.38	)

(1)	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.

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

See Notes which are an integral part of the Financial Statements.


		50


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

$	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	%
$	8.32		10.45	%		0.97	%		0.98	%		0.97	%	$	17,465		140	%

$	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	%
$	9.60		10.73	%		0.97	%		3.85	%		0.97	%	$	20,276		201	%


		51

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 International Equity Fund
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	)
2012	$	12.63		0.23		1.54			1.77			(0.17	)		—			(0.17	)
Huntington VA Macro 100 Fund
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	)
2012	$	8.84		0.12		0.82			0.94			(0.06	)		—			(0.06	)

(1)	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.

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

See Notes which are an integral part of the Financial Statements.


		52


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

$	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	%
$	14.23		14.04	%		1.00	%		1.79	%		1.00	%	$	31,071		25	%

$	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	%
$	9.72		10.61	%		1.12	%		1.31	%		1.12	%	$	7,597		50	%


		53

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
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	)
2012	$	17.07		0.13			2.35			2.48			(0.05	)		(1.00	)		—			(1.05	)
Huntington VA Real Strategies Fund
2008	$	11.50		0.04	⁽³⁾		(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	)
2012	$	8.40		0.13			0.23			0.36			(0.02	)		(0.04	)		—			(0.06	)

(1)	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.

(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)	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.


		54


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

$	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	%
$	18.50		14.59	%		1.06	%		0.84	%		1.06	%	$	25,274		29	%

$	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	%
$	8.70		4.34	%		1.26	%		1.46	%		1.26	%	$	3,800		33	%


		55

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 Rotating Markets Fund
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	)
2012	$	11.82		0.13			0.69			0.82			(0.21	)		—			—		(0.21	)
Huntington VA Situs Fund
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	)		—	⁽³⁾		—			—		—	⁽³⁾
2012	$	14.85		0.09			3.27			3.36			—			—			—		—

(1)	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.

(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)	Amount is less than $0.005.

(4)	Rounds to less than 0.005%.

See Notes which are an integral part of the Financial Statements.


		56


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

$	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	%
$	12.43		6.94	%		1.11	%		0.74	%		1.11	%	$	5,991		113	%

$	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	%		—	%⁽⁴⁾		0.99	%	$	35,271		14	%
$	18.21		22.63	%		0.96	%		0.55	%		0.96	%	$	45,402		10	%


		57

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 Mortgage Securities Fund
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	)
2012	$	11.86		0.21		0.19			0.40		(0.30	)		—			(0.30	)

(1)	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.

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

See Notes which are an integral part of the Financial Statements.


		58


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

$	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	%
$	11.96		3.35	%		1.10	%		1.66	%		1.10	%	$	20,063		27	%


		59

Huntington Funds

Notes to Financial Statements

December 31, 2012

(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, 2012, the Trust operated 35 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 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.

On April 27, 2012 the Huntington VA Mid Corp America Fund (“Acquiring Fund”) acquired all of the assets and assumed all of the liabilities of the Huntington VA New Economy Fund (“Acquired Fund”) pursuant to an agreement and plan of reorganization approved by the Board of Trustees on January 17, 2012. The reorganization provides shareholders of the Acquired Fund access to a larger and more diversified portfolio with a similar investment strategy and lower expenses. The reorganization qualified as a tax-free reorganization for federal income tax purposes with no gain or loss recognized to the Funds or their shareholders.

The acquisition was accomplished by a tax-free exchange of 577,960 shares of the Acquiring Fund (valued at $11,114,709) for 842,598 shares of the Acquired Fund outstanding on April 27, 2012. The investment portfolio of the Acquired Fund, with a fair value of $11,117,120 and identified cost of $10,121,659 was the principal asset acquired by the Acquiring Fund. For financial reporting purposes, assets received and shares issued by the Acquiring Fund were recorded at fair value; however, the identified cost of the investments received from the Acquired Fund was carried forward to align ongoing reporting of the Acquiring Fund’s realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes. The aggregate net assets of the Acquiring Fund immediately before the acquisition were $17,787,998. The net assets of the Acquired Fund at that date of $11,114,709, including $995,461 of unrealized appreciation, were combined with those of the Acquiring Fund, resulting in combined net assets of $28,902,707.


	(Unaudited)
Net Investment Income*	$	176,464
Net Realized and Unrealized Gain on Investments	$	2,155,034
Net Increase in Net Assets Resulting From Operations	$	2,331,498

Net Investment Income includes $8,000 of pro forma additional merger expenses.


		60

Huntington Funds

Notes to Financial Statements (continued)

December 31, 2012

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.



•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).

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 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. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy. Investments in open-end investment companies are valued at their respective net asset value as reported by such companies and are typically categorized as Level 1 in the fair value hierarchy.

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, which are then typically categorized as Level 1 in the fair value hierarchy.

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. In valuing debt securities, a security pricing service may use various pricing techniques which take into account appropriate factors such as market activity, yield, quality, coupon rate, maturity, type of issue, trading characteristics, call features, credit ratings and other data, as well as broker quotes. Foreign securities quoted in foreign currencies are translated in U.S.


		61

Huntington Funds

Notes to Financial Statements (continued)

December 31, 2012

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. In each of these situations, valuations are typically categorized as Level 2 in the fair value hierarchy.

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.


		62

Huntington Funds

Notes to Financial Statements (continued)

December 31, 2012

The following is a summary of the inputs used to value the Funds’ investments as of December 31, 2012 based on the three levels defined above:


	LEVEL 1		LEVEL 2		LEVEL 3		Total
VA Balanced Fund
Investment Securities:
Mutual Funds	$	43,462,462	$	—	$	—	$	43,462,462
Cash Equivalents		901,499		—		—		901,499

Total Investment Securities		44,363,961		—		—		44,363,961

VA Dividend Capture Fund
Investment Securities:
Common Stocks
Consumer Discretionary		1,111,550		—		—		1,111,550
Consumer Staples		2,022,619		—		—		2,022,619
Energy		5,478,957		—		—		5,478,957
Financials		4,042,590		—		—		4,042,590
Health Care		1,805,498		—		—		1,805,498
Industrials		2,313,497		—		—		2,313,497
Information Technology		1,822,022		—		—		1,822,022
Materials		757,297		—		—		757,297
Real Estate Investment Trusts		3,800,783		—		—		3,800,783
Telecommunication Services		860,237		—		—		860,237
Utilities		1,109,380		—		—		1,109,380
Preferred Stocks
Financials		4,261,885		379,500		—		4,641,385
Real Estate Investment Trusts		751,180		—		—		751,180
Telecommunication Services		458,490		—		—		458,490
Utilities		991,350		—		—		991,350
Exchange-Traded Funds		197,918		—		—		197,918
Cash Equivalents		606,094		—		—		606,094
Short-Term Securities Held as Collateral for Securities Lending		1,060,536		—		—		1,060,536

Total Investment Securities		33,451,883		379,500		—		33,831,383

VA Growth Fund
Investment Securities:
Common Stocks
Consumer Discretionary		2,150,078		—		—		2,150,078
Consumer Staples		1,890,710		—		—		1,890,710
Energy		910,699		—		—		910,699
Financials		755,029		—		—		755,029
Health Care		2,638,207		—		—		2,638,207
Industrials		994,805		—		—		994,805
Information Technology		5,679,374		—		—		5,679,374
Materials		751,425		—		—		751,425
Real Estate Investment Trusts		409,138		—		—		409,138
Telecommunication Services		89,371		—		—		89,371
Utilities		34,761		—		—		34,761
Cash Equivalents		211,690		—		—		211,690
Short-Term Securities Held as Collateral for Securities Lending		163,352		—		—		163,352

Total Investment Securities		16,678,639		—		—		16,678,639


		63

Huntington Funds

Notes to Financial Statements (continued)

December 31, 2012


	LEVEL 1		LEVEL 2		LEVEL 3		Total
VA Income Equity Fund
Investment Securities:
Common Stocks
Consumer Discretionary	$	1,354,481	$	—	$	—	$	1,354,481
Consumer Staples		2,039,975		—		—		2,039,975
Energy		3,498,934		—		—		3,498,934
Financials		3,200,557		—		—		3,200,557
Health Care		1,500,527		—		—		1,500,527
Industrials		2,049,246		—		—		2,049,246
Information Technology		1,911,288		—		—		1,911,288
Materials		777,903		—		—		777,903
Real Estate Investment Trusts		1,331,914		—		—		1,331,914
Telecommunication Services		751,609		—		—		751,609
Utilities		1,122,653		—		—		1,122,653
Cash Equivalents		712,658		—		—		712,658
Short-Term Securities Held as Collateral for Securities Lending		1,923,852		—		—		1,923,852

Total Investment Securities		22,175,597		—		—		22,175,597

VA International Equity Fund
Investment Securities:
Common Stocks
Consumer Discretionary		1,152,598		1,847,203		—		2,999,801
Consumer Staples		654,550		2,225,004		—		2,879,554
Energy		1,848,217		1,734,801		—		3,583,018
Financials		1,679,214		3,332,030		—		5,011,244
Health Care		2,353,745		473,996		—		2,827,741
Industrials		288,563		4,891,618		—		5,180,181
Information Technology		498,961		1,272,794		—		1,771,755
Materials		648,824		1,196,615		—		1,845,439
Telecommunication Services		852,934		896,930		—		1,749,864
Utilities		394,448		592,948		—		987,396
Exchange-Traded Funds		983,762		—		—		983,762
Cash Equivalents		1,158,404		—		—		1,158,404
Short-Term Securities Held as Collateral for Securities Lending		1,244,288		—		—		1,244,288

Total Investment Securities		13,758,508		18,463,939		—		32,222,447

VA Macro 100 Fund
Investment Securities:
Common Stocks
Consumer Discretionary		672,350		—		—		672,350
Consumer Staples		729,059		—		—		729,059
Energy		931,601		—		—		931,601
Financials		860,797		—		—		860,797
Health Care		870,347		—		—		870,347
Industrials		798,912		—		—		798,912
Information Technology		1,370,321		—		—		1,370,321
Materials		271,610		—		—		271,610
Real Estate Investment Trusts		52,164		—		—		52,164
Telecommunication Services		227,368		—		—		227,368
Utilities		259,076		—		—		259,076
Cash Equivalents		556,435		—		—		556,435
Short-Term Securities Held as Collateral for Securities Lending		136,265		—		—		136,265

Total Investment Securities		7,736,305		—		—		7,736,305


		64

Huntington Funds

Notes to Financial Statements (continued)

December 31, 2012


	LEVEL 1		LEVEL 2		LEVEL 3		Total
VA Mid Corp America Fund
Investment Securities:
Common Stocks
Consumer Discretionary	$	2,226,819	$	—	$	—	$	2,226,819
Consumer Staples		1,016,955		—		—		1,016,955
Energy		1,657,561		—		—		1,657,561
Financials		3,065,507		—		—		3,065,507
Health Care		3,317,717		—		—		3,317,717
Industrials		3,950,502		—		—		3,950,502
Information Technology		4,673,148		—		—		4,673,148
Materials		1,742,228		—		—		1,742,228
Real Estate Investment Trusts		1,786,264		—		—		1,786,264
Telecommunication Services		104,224		—		—		104,224
Utilities		988,517		—		—		988,517
Cash Equivalents		782,960		—		—		782,960
Short-Term Securities Held as Collateral for Securities Lending		754,921		—		—		754,921

Total Investment Securities		26,067,323		—		—		26,067,323

VA Real Strategies Fund
Investment Securities:
Common Stocks
Consumer Staples		163,201		—		—		163,201
Energy		1,089,197		—		—		1,089,197
Industrials		563,887		—		—		563,887
Materials		803,335		—		—		803,335
Real Estate Investment Trusts		352,329		—		—		352,329
Exchange-Traded Funds		273,229		—		—		273,229
Real Estate Investments		—		—		233,195		233,195
Closed-End Fund		117,768		—		—		117,768
Warrants		6,871		—		—		6,871
Options Purchased		2,250		—		—		2,250
Cash Equivalents		194,383		—		—		194,383
Short-Term Securities Held as Collateral for Securities Lending		428,558		—		—		428,558

Total Investment Securities		3,995,008		—		233,195		4,228,203

VA Rotating Markets Fund
Investment Securities:
Common Stocks
Consumer Discretionary		1,005,753		—		—		1,005,753
Consumer Staples		153,439		—		—		153,439
Health Care		732,442		—		—		732,442
Industrials		114,790		—		—		114,790
Information Technology		3,559,263		—		—		3,559,263
Materials		27,712		—		—		27,712
Telecommunication Services		48,113		—		—		48,113
Exchange-Traded Funds		269,686		—		—		269,686
Cash Equivalents		86,329		—		—		86,329
Short-Term Securities Held as Collateral for Securities Lending		16,391		—		—		16,391

Total Investment Securities		6,013,918		—		—		6,013,918


		65

Huntington Funds

Notes to Financial Statements (continued)

December 31, 2012


	LEVEL 1			LEVEL 2		LEVEL 3		Total
VA Situs Fund
Investment Securities:
Common Stocks
Consumer Discretionary	$	4,911,980		$	197,973	$	—	$	5,109,953
Consumer Staples		786,353			184,813		—		971,166
Energy		2,362,508			—		—		2,362,508
Financials		5,064,892			—		—		5,064,892
Health Care		5,957,692			61,469		—		6,019,161
Industrials		6,801,130			660,599		—		7,461,729
Information Technology		10,662,155			68,427		—		10,730,582
Materials		3,805,912			—		—		3,805,912
Real Estate Investment Trusts		573,738			—		—		573,738
Telecommunication Services		143,850			—		—		143,850
Utilities		575,155			—		—		575,155
Exchange-Traded Funds		141,680			—		—		141,680
Cash Equivalents		2,078,878			—		—		2,078,878
Short-Term Securities Held as Collateral for Securities Lending		2,856,982			—		—		2,856,982

Total Investment Securities		46,722,905			1,173,281		—		47,896,186
Other Financial Instruments:*
Written Options		(31,125	)		—		—		(31,125	)

Total Investments		46,691,780			1,173,281		—		47,865,061

VA Mortgage Securities Fund
Investment Securities:
U.S. Government Mortgage Backed Agencies
Federal Home Loan Mortgage Corporation		—			3,125,082		—		3,125,082
Federal National Mortgage Association		—			7,918,054		—		7,918,054
Government National Mortgage Association		—			2,479,792		—		2,479,792
U.S. Government Agencies
Federal Farm Credit Bank		—			1,558,926		—		1,558,926
Federal Home Loan Bank		—			852,990				852,990
Federal Home Loan Mortgage Corporation		—			600,868				600,868
Federal National Mortgage Association		—			251,716		—		251,716
Common Stocks
Real Estate Investment Trusts		2,346,272			—		—		2,346,272
Collateralized Mortgage Obligations
Federal Home Loan Bank		—			33,644		—		33,644
Federal Home Loan Mortgage Corporation		—			219,404				219,404
Federal National Mortgage Association		—			24,747		—		24,747
Government National Mortgage Association		—			45,873		—		45,873
Cash Equivalents		572,278			—		—		572,278
Short-Term Securities Held as Collateral for Securities Lending		103,566			—		—		103,566

Total Investment Securities		3,022,116			17,111,096		—		20,133,212

Other Financial Instruments are derivative instruments not reflected on the Portfolio of Investments, such as written option contracts.


		66

Huntington Funds

Notes to Financial Statements (continued)

December 31, 2012

The following is a summary of the transfers between Level 1 and Level 2 of the fair value hierarchy for the year ended December 31, 2012:


	Transfers from Level 1 to Level 2		Transfers from Level 2 to Level 1
VA International Equity Fund
Common Stocks
Consumer Discretionary	$	1,847,203	$	—
Consumer Staples		2,225,004		—
Energy		1,734,801		—
Financials		3,332,030		—
Health Care		473,996		—
Industrials		4,891,618		—
Information Technology		1,272,794		—
Materials		1,196,615		—
Telecommunication Services		896,930		—
Utilities		592,948		—

Total	$	18,463,939	$	—

VA Situs Fund
Common Stocks
Consumer Discretionary		197,973		—
Consumer Staples		184,813		—
Health Care		61,469		—
Industrials		660,599		—
Information Technology		68,427		—

Total	$	1,173,281	$	—


Quantitative Information about Level 3 Fair Value Measurements
Type of Assets	Fair Value At December 31, 2012		Valuation Techniques	Unobservable Input(s)	Range (weighted average)
VA Real Strategies Fund
Real Estate Investments	$	233,195	Discounted cash flow	Discount Rate Market Cap Rate	3.0%-14.8% (9.6%) 7.0%-12.0% (8.7%)

The significant unobservable inputs used in the fair value measurement of VA Real Strategies Fund’s investments in real estate investments were cash flows and discount and market cap rates. An increase in the cash flows and/or market cap rate or decreases in the discount rate used would increase the value of the investment. A decrease in the cash flows and/or market cap rate or increases in the discount rate used would decrease the value of the investment. Although the changes in the unobservable inputs may significantly change the security’s value, significant and reasonable changes to any of these inputs would not significantly impact the net assets of the VA Real Strategies Fund.

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


	Real Estate Investments
VA Real Strategies Fund
Balance as of December 31, 2011	$	209,051
Transfers into Level 3		—
Transfers out of Level 3		—
Purchases		50,000
Sales		—
Realized Gain		—
Realized Loss		—
Change in unrealized appreciation (depreciation)		(25,856	)

Ending Balance as of December 31, 2012	$	233,195


		67

Huntington Funds

Notes to Financial Statements (continued)

December 31, 2012

B.	Repurchase Agreements

C.	When-Issued and Delayed Transactions

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

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 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, 2012, 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.


		68

Huntington Funds

Notes to Financial Statements (continued)

December 31, 2012

The following is a summary of VA Growth Fund’s written option activity for the year ended December 31, 2012:


Contracts	Number of Contracts			Premium
Outstanding at 12/31/2011		—		$	—
Options written		16			11,472
Options expired		(16	)		(11,472	)
Options closed		—			—
Options exercised		—			—

Outstanding at 12/31/2012		—		$	—

The following is a summary of VA Income Equity Fund’s written option activity for the year ended December 31, 2012:


Contracts	Number of Contracts			Premium
Outstanding at 12/31/2011		—		$	—
Options written		722			44,970
Options expired		(532	)		(37,448	)
Options closed		(130	)		(6,502	)
Options exercised		(60	)		(1,020	)

Outstanding at 12/31/2012		—		$	—

The following is a summary of VA Real Strategies Fund’s written option activity for the year ended December 31, 2012:


Contracts	Number of Contracts			Premium
Outstanding at 12/31/2011		66		$	32,207
Options written		110			42,785
Options expired		(72	)		(23,142	)
Options closed		(104	)		(51,850	)
Options exercised		—			—

Outstanding at 12/31/2012		—		$	—

The following is a summary of VA Situs Fund’s written option activity for the year ended December 31, 2012:


Contracts	Number of Contracts			Premium
Outstanding at 12/31/2011		—		$	—
Options written		1,296			505,393
Options expired		(256	)		(56,633	)
Options closed		(720	)		(337,951	)
Options exercised		(170	)		(54,688	)

Outstanding at 12/31/2012		150		$	56,121

At December 31, 2012, VA Situs Fund had the following outstanding written option contracts:


Contract	Type		Expiration Date		Exercise Price		Number of Contracts		Fair Value		Unrealized Appreciation (Depreciation)
Edwards LifeSciences Corp.		Call		February 2013	$	95		150	$	31,125	$	24,996
NET UNREALIZED APPRECIATION ON WRITTEN OPTION CONTRACTS											$	24,996


		69

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Notes to Financial Statements (continued)

December 31, 2012

The following tables provide a summary of the fair value of derivative instruments, not accounted for as hedging instruments as of December 31, 2012, and the effect of derivative instruments on the Statements of Operations for the year ended December 31, 2012.

The fair value of Derivative Instruments as of December 31, 2012 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 Situs Fund	$	31,125
	Investments (purchased options), at value		VA Real Strategies Fund		2,250

The effect of Derivative Instruments on the Statements of Operations for the year ended December 31, 2012 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	VA Growth Fund	$	11,472	$	—
	option transactions/net	VA Income Equity Fund		34,670		—
	change in unrealized	VA Real Strategies Fund		21,780		6,632
	appreciation(depreciation) of investments and options	VA Situs Fund		128,502		24,996

The notional value of the written options contracts outstanding at December 31, 2012 and the month-end average notional amount for the year ended December 31, 2012 are detailed in the table below:


Fund	Average Month-End Notional Amount		December 31, 2012 Notional Amount
VA Growth Fund	$	80,000	$	—
VA Income Equity Fund		284,346		—
VA Real Strategies Fund		88,762		—
VA Situs Fund		1,606,308		31,125

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 pursuant to a securities lending agreement with Morgan Stanley & Co. LLC and MS Securities Services, Inc. In determining whether to lend to a particular broker, dealer or financial institution, Huntington Asset Advisors, Inc. (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. When the collateral falls below specified amounts the lending agent will use its best effort to obtain additional collateral on the next business day to meet required amounts under the security lending agreement. The Funds receive payments from the borrowers equivalent to the dividends and interest that would have been earned on securities on loan. In addition, the Funds lending securities receive an annual minimum securities lending fee and retain a portion of the interest, dividends and other distributions received on investment of cash collateral. 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


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Notes to Financial Statements (continued)

December 31, 2012

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. Huntington National Bank (“Huntington”) serves as the custodian for related collateral and receives an annual securities lending fee for collateral monitoring and recordkeeping services.

As of December 31, 2012, the following Funds had securities with the following market values on loan and related activity:


Fund	Value of Loaned Securities		Value of Collateral		Average Loan Outstanding During the Period		Securities Lending Income Received by the Funds		Fees Paid by the Funds to Huntington from Securities Lending
VA Dividend Capture Fund	$	1,039,741	$	1,060,536	$	1,661,392	$	40,293	$	7,158
VA Growth Fund		160,149		163,352		443,365		4,659		754
VA Income Equity Fund		1,886,129		1,923,852		1,743,627		3,916		564
VA International Equity Fund		1,230,430		1,244,288		1,544,392		14,167		2,261
VA Macro 100 Fund		136,170		136,265		217,787		1,103		187
VA Mid Corp America Fund		750,024		754,921		556,997		30,888		6,028
VA Real Strategies Fund		432,496		428,558		361,251		27,467		4,898
VA Rotating Markets Fund		16,418		16,391		127,351		1,182		187
VA Situs Fund		2,875,020		2,856,982		2,266,466		35,123		6,028
VA Mortgage Securities Fund		101,835		103,566		120,746		840		151

All cash collateral received is held and administered by the Funds’ custodian for the benefit of the Funds in the applicable custody account or other account established for the purpose of holding collateral. Pursuant to the Funds’ securities lending agreement, and according to normal operating procedures, the custodian segregated an additional $22,981, $355 and $75,538 in collateral the following business day for securities on loan in the VA Real Strategies Fund, VA Rotating Markets Fund and VA Situs Fund as of December 31, 2012.

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, 2012, the VA Real Strategies Fund held illiquid restricted securities representing 6.14% respectively, of net assets as listed below:


Issuer Description	Acquisition Date		Cost		Value
VA Real Strategies Fund:
Discount Retail Portfolio II DST		11/30/11	$	50,000	$	46,551
Grocery & Pharmacy DST		8/26/11		50,000		48,390
New York Power DST		7/21/11		50,000		45,382
Scotts Gahanna LLC		12/13/11		56,000		47,659
Winston-Salem DST		2/22/12		50,000		45,213

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 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, 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


		71

Huntington Funds

Notes to Financial Statements (continued)

December 31, 2012

considered temporary or permanent in nature. To the extent these differences are permanent in nature (e.g. tax treatment of foreign currency gain/loss, non-deductible stock issuance costs, 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.

J.	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.

K.	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, 2012, 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	$	40,265,170	$	4,588,746	$	(489,955	)	$	4,098,791
VA Dividend Capture Fund		32,196,857		2,216,456		(581,930	)		1,634,526
VA Growth Fund		15,207,582		1,510,973		(39,916	)		1,471,057
VA Income Equity Fund		20,461,603		2,102,485		(388,491	)		1,713,994
VA International Equity Fund		28,041,661		6,541,896		(2,361,130	)		4,180,766
VA Macro 100 Fund		6,976,682		988,037		(228,414	)		759,623
VA Mid Corp America Fund		19,656,783		6,725,167		(314,627	)		6,410,540
VA Real Strategies Fund		4,148,898		339,762		(260,457	)		79,305
VA Rotating Markets Fund		6,077,262		387,917		(451,261	)		(63,344	)
VA Situs Fund		36,620,669		13,425,997		(2,150,480	)		11,275,517
VA Mortgage Securities Fund		18,813,939		1,333,960		(14,687	)		1,319,273


		72

Huntington Funds

Notes to Financial Statements (continued)

December 31, 2012

The tax character of distributions paid during the fiscal year ended December 31, 2012, 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	$	689,697	$	160,698	$	850,395	$	—	$	850,395
VA Dividend Capture Fund		1,257,345		—		1,257,345		—		1,257,345
VA Growth Fund		61,447		—		61,447		—		61,447
VA Income Equity Fund		776,186		—		776,186		—		776,186
VA International Equity Fund		380,441		—		380,441		—		380,441
VA Macro 100 Fund		44,426		—		44,426		—		44,426
VA Mid Corp America Fund		63,776		1,305,821		1,369,597		—		1,369,597
VA Real Strategies Fund		8,929		18,205		27,134		—		27,134
VA Rotating Markets Fund		97,697		—		97,697		—		97,697
VA Mortgage Securities Fund		487,131		—		487,131		—		487,131

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, 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 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

As of December 31, 2012, 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			Other Temporary Differences			Unrealized Appreciation (Depreciation)			Total Accumulated Earnings (Deficit)
VA Balanced Fund	$	919,511	$	317,237	$	1,236,748	$	—		$	—		$	4,098,791		$	5,335,539
VA Dividend Capture Fund		1,294,812		—		1,294,812		(9,190,501	)		—			1,634,526			(6,261,163	)
VA Growth Fund		139,137		—		139,137		(872,453	)		—			1,471,057			737,741
VA Income Equity Fund		798,401		—		798,401		(4,397,616	)		—			1,714,004			(1,885,211	)
VA International Equity Fund		485,949		—		485,949		(3,973,807	)		(2,441	)		4,182,085			691,786
VA Macro 100 Fund		94,915		—		94,915		(2,277,540	)		—			759,623			(1,423,002	)
VA Mid Corp America Fund		807,542		881,931		1,689,473		(1,439,721	)		—			6,410,540			6,660,291
VA Real Strategies Fund		67,039		83,339		150,378		—			—			79,305			229,683
VA Rotating Markets Fund		46,795		581,280		628,075		—			—			(63,344	)		564,731
VA Situs Fund		220,517		��		220,517		(1,004,206	)		—			11,300,570			10,516,881
VA Mortgage Securities Fund		472,061		—		472,061		(411,605	)		—			1,319,273			1,379,729


		73

Huntington Funds

Notes to Financial Statements (continued)

December 31, 2012


Fund	Capital Losses		Qualified Late Year Losses
VA Growth Fund	$	149,243		—
VA Income Equity Fund		473,823		—
VA Mortgage Securities Fund		22,224		—


	Expiration Year
Fund	2013		2014		2015		2016			2017		2018
VA Dividend Capture Fund	$	—	$	—	$	—	$	—		$	9,190,501	$	—
VA Growth Fund		—		—		—		—			723,206		—
VA Income Equity Fund		—		—		—		—			3,923,793		—
VA International Equity Fund		—		—		—		—			1,812,920		567,263
VA Macro 100 Fund		—		—		—		1,345,904			436,650		494,985
VA Mid Corp America Fund		—		—		—		1,439,721	*		—		—
VA Situs Fund		—		—		—		—			910,379		93,827
VA Mortgage Securities Fund		—		—		—		100,360			90,146		21,805

Future utilization of these losses is limited due to merger related capital loss carryover limitations.

During the year ended December 31, 2012 VA Dividend Capture Fund, VA Growth Fund, VA Income Equity Fund, VA Macro 100, VA Mid Corp America Fund, VA Rotating Markets Fund and VA Situs Fund utilized $1,903,006, $1,226,192, $1,075,779, $62,759, $176,757, $879,923 and $394,829, respectively, in capital loss carryforwards.

Losses incurred that will be carried forward under the provisions of the Act are as follows:


	Loss Carryforward Character
Fund	Short Term		Long Term
VA International Equity Fund	$	653,181	$	940,443
VA Mortgage Securities Fund		68,437		108,633

L.	New Accounting Pronouncement

In December 2011, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2011-11 “Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). ASU 2011-11 requires disclosure of both gross and net information related to offsetting and related arrangements, enabling users of financial statements to understand the effect of those arrangements on the entity’s financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of International Financial Reporting Standards. ASU 2011-11 is effective for fiscal years beginning on or after January 1, 2013, and interim periods within those annual periods. At this time, management is evaluating the implications of ASU 2011-11 and its impact on the financial statements has not yet been determined.


		74

Huntington Funds

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December 31, 2012

M.	Subsequent Event

On November 8, 2012, the Board of Trustees (the “Trustees”) of the Huntington Funds approved a proposal to reorganize the VA Macro 100 Fund into the VA Dividend Capture Fund. Pursuant to the reorganization, the VA Macro 100 Fund will liquidate by transferring substantially all of its assets to the Huntington VA Dividend Capture Fund. The reorganization is scheduled to take place at the close of business on or about March 28, 2013.

(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, 2013. 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 Fees— Effective December 1, 2012, Huntington Asset Services, Inc. (“HASI”), a wholly owned subsidiary of Huntington Bancshares, Incorporated, replaced Huntington as Administrator to the Trust. The fees paid for administrative services are based on the level of average net assets of each Fund for the period.

HASI 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 $135,188 annually.

General—Certain officers of the Trust are Officers and/or Directors or Trustees of the above companies.

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 year ended December 31, 2012, actual Trustee compensation was $292,000 in aggregate from the Trust.


		75

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Notes to Financial Statements (continued)

December 31, 2012


Fund	12/31/11 Market Value		Purchases		Sales			12/31/12 Market Value		Income
Money Market Fund
VA Dividend Capture Fund	$	586,341	$	8,619,358	$	(9,205,699	)	$	—	$	50
VA Growth Fund		1,057,957		12,274,030		(13,331,987	)		—		59
VA Income Equity Fund		208,178		4,393,589		(4,601,767	)		—		26
VA International Equity Fund		2,788,095		8,026,990		(10,815,085	)		—		246
VA Macro 100 Fund		277,908		2,029,402		(2,307,310	)		—		43
VA Mid Corp America Fund		1,329,367		6,667,887		(7,997,254	)		—		82
VA Real Strategies Fund		433,113		1,062,526		(1,495,639	)		—		37
VA Rotating Markets Fund		151,793		1,237,310		(1,389,103	)		—		12
VA Situs Fund		4,985,370		9,142,988		(14,128,358	)		—		212
VA Mortgage Securities Fund		724,088		6,935,791		(7,659,879	)		—		70

U.S. Treasury Money Market Fund
VA Dividend Capture Fund	$	—	$	1,238,606	$	(632,512	)	$	606,094	$	17
VA Growth Fund		—		447,848		(236,157	)		211,691		3
VA Income Equity Fund		—		1,002,724		(290,066	)		712,658		5
VA International Equity Fund		—		2,533,612		(1,375,208	)		1,158,404		92
VA Macro 100 Fund		—		652,495		(96,060	)		556,435		24
VA Mid Corp America Fund		—		1,498,677		(715,717	)		782,960		28
VA Real Strategies Fund		—		273,154		(78,771	)		194,383		7
VA Rotating Markets Fund		—		131,680		(45,351	)		86,329		1
VA Situs Fund		—		2,476,434		(397,556	)		2,078,878		64
VA Mortgage Securities Fund		—		1,851,324		(1,279,046	)		572,278		39

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	12/31/11 Market Value		Purchases		Sales			12/31/12 Market Value		Income
Huntington Money Market Fund	$	795,945	$	4,732,904	$	(5,528,849	)	$	—	$	83
Huntington U.S. Treasury Money Market Fund		—		1,740,248		(838,749	)		901,499		35
Huntington Fixed Income Securities Fund		12,447,187		3,129,073		(1,828,743	)		13,927,448		440,870
VA Dividend Capture Fund		1,565,519		229,042		(139,256	)		1,773,065		67,837
VA Growth Fund		7,039,619		1,066,864		(853,623	)		7,993,194		28,251
VA Income Equity Fund		4,709,579		856,134		(584,661	)		5,307,578		203,699
VA International Equity Fund		3,933,982		726,311		(729,027	)		4,460,478		52,836
VA Macro 100 Fund		1,958,316		281,448		(223,290	)		2,220,675		13,038
VA Mid Corp America Fund		1,554,602		541,786		(814,593	)		3,561,922		8,971
VA New Economy Fund		1,749,481		84,373		(146,433	)		—		—
VA Situs Fund		975,502		381,214		(274,966	)		1,341,294		—
VA Mortgage Securities Fund		2,551,075		524,898		(220,081	)		2,876,808		69,572

(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 objectives 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, 2012

(6)

Investment Transactions

Purchases and sales of investments, excluding short-term securities, for the year ended December 31, 2012, were as follows:


Fund	Purchases		Sales
VA Balanced Fund	$	7,821,144	$	5,524,643
VA Dividend Capture Fund		35,918,709		37,154,694
VA Growth Fund		24,353,968		25,739,796
VA Income Equity Fund		41,303,739		42,740,888
VA International Equity Fund		10,013,559		6,757,859
VA Macro 100 Fund		3,997,692		3,393,929
VA Mid Corp America Fund*		11,834,085		6,592,678
VA Real Strategies Fund		1,545,268		1,131,619
VA Rotating Markets Fund		7,047,775		7,841,089
VA Situs Fund		7,408,495		3,908,691
VA Mortgage Securities Fund		5,760,763		5,294,178

Excludes $9,155,554 and $8,197,080 purchases and sales, respectively, related to the securities held in the VA New Economy Fund prior to the merger.

Purchases and sales of long-term U.S. government securities for the year ended December 31, 2012 were as follows:


Fund	Purchases		Sales
VA Mortgage Securities Fund	$	5,484,885	$	4,962,288

(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


Fund	Average Loan Balance		Weighted Average Interest Rate			Number of Days Outstanding*		Interest Expense Incurred		Maximum Loan Outstanding
VA Dividend Capture Fund	$	86,605		1.41	%		2	$	3	$	86,605
VA Growth Fund		3,178		1.41	%		5		2		3,266
VA International Equity Fund		9,771		1.41	%		2		8		9,771
VA Mid Corp America Fund		51,527		1.41	%		2		2		51,527
VA Real Strategies Fund		58,062		1.41	%		2		2		58,062
VA Rotating Markets Fund		9,943		1.41	%		3		2		9,943
VA Situs Fund		1,096,652		1.41	%		2		101		1,596,652

Number of Days Outstanding represents the total days during the year ended December 31, 2012 that each Fund utilized the Line of Credit.

As of December 31, 2012, the Funds had no outstanding borrowings under this Line of Credit.


		77

Huntington Funds

Notes to Financial Statements (continued)

December 31, 2012

(9)

Other Tax Information (unaudited)

For the year ended December 31, 2012, the following Funds paid qualified dividend income:


Fund	Qualified Dividend Income
VA Dividend Capture Fund		60.6	%
VA Growth Fund		100.0	%
VA Income Equity Fund		75.0	%
VA International Equity Fund		97.4	%
VA Macro 100 Fund		100.0	%
VA Mid Corp America Fund		100.0	%
VA Real Strategies Fund		100.0	%
VA Rotating Markets Fund		100.0	%
VA Mortgage Securities Fund		8.0	%

For the taxable year ended December 31, 2012, the following percentage of ordinary income dividends paid by the Funds qualify for the dividends received deduction available to corporations:


Fund	Dividends Received Deduction
VA Balanced Fund		50.8	%
VA Dividend Capture Fund		100.0	%
VA Growth Fund		100.0	%
VA Income Equity Fund		89.6	%
VA International Equity Fund		100.0	%
VA Macro 100 Fund		100.0	%
VA Mid Corp America Fund		100.0	%
VA Real Strategies Fund		100.0	%
VA Rotating Markets Fund		100.0	%
VA Mortgage Securities Fund		16.4	%

The VA 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, 2012 are as follows:


Fund	Foreign Source Income		Foreign Tax Expense
VA International Equity Fund	$	0.36	$	0.04


		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 statements 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 Real Strategies Fund, Huntington VA Rotating Markets Fund, Huntington VA Situs Fund, and Huntington VA Mortgage Securities Fund, (eleven of the portfolios constituting The Huntington Funds, collectively referred to as the “Funds”), including the portfolios of investments, as of December 31, 2012 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 audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits 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 audits 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, 2012, by correspondence with the custodians and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion.

LOGO

Columbus, Ohio

February 14, 2013


		79

Huntington Funds

Board of Trustees and Trust Officers

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: 63

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.

*	B. Randolph Bateman has been deemed an Interested Trustee due to the positions he holds with The Huntington National Bank and its affiliates.

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: 70 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.
Eddie R. Munson Age: 62 TRUSTEE Began serving: June 2012		Principal Occupation: Retired (September 2006-present). Previous Positions: Certified Public Accountant, KPMG LLP (June 1972-September 2006) Other Directorships Held: Board Member, The Huntington Strategy Shares; Board Member, Bearingpoint (2006-2008); Board Member, United American Healthcare (September 2006-June 2008); Board Member, Caraco (June 2011-December 2011).
Tadd C. Seitz Age: 71 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.


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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
Mark D. Shary Age: 52 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.
Thomas J. Westerfield Age: 57 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.
William H. Zimmer, III Age: 59 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
Joseph L. Rezabek Age: 44 PRESIDENT Began Serving: February 2013		Principal Occupations: President, Huntington Asset Services, Inc. (March 2012 to present); Executive Vice President, The Huntington National Bank (March 2012 to present). Previous Positions: Managing Director, Citi (2006-2012), Chief Operating Officer, State Street Europe (1999-2006)
R. Jeffrey Young Age: 48 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-Janaury 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: 36 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: 54 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).


		81

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
Robert W. Silva Age: 46 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)
Jay S. Fitton Age: 43 SECRETARY Began Serving: February 2012		Principal Occupations: Vice President of Legal Administration for HASI (formerly, Unified Fund Services, Inc.) (November 2011 to present). Previous Positions: Vice President and Senior Counsel, J.P. Morgan Chase (February 2007-April 2007).


		82

Huntington Funds

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 9, 2012, 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- and five-year and since-inception periods ending April 30, 2012, as applicable, as well as each Fund’s performance compared to its benchmark index for the one-, three- and five-year, and since-inception periods ending April 30, 2012, as applicable.

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, 2013. 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 used Lipper peer group information provided by Strategic Insight, Inc. with respect to its comparable fee and performance analysis for the Funds. 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


		83

Huntington Funds

Board of Trustees’ Consideration of Investment Advisory Agreement for

The Huntington VA Funds (the “Funds”)

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 their compliance programs.

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 fee and total expenses, which included the administrative fee, were reasonable in light of the quality and nature of services provided by the Advisor and its affiliates.

Huntington VA Balanced Fund

Among other data considered, the Board noted that the Fund outperformed the median and average of its Lipper peer group for the one-year and since-inception periods ended April 30, 2012, and underperformed the median and average of its Lipper peer group for the three-year period ended April 30, 2012. The Board also noted that the Fund underperformed its benchmark index for the one- and three-year and since-inception periods ended April 30, 2012. The Board also considered the Fund’s advisory fee and total expenses, which included the administrative fee. The Board noted that the Fund’s advisory fee and total expenses were each below the median and average of its Lipper peer group, respectively.

Huntington VA Dividend Capture Fund

Among other data considered, the Board noted that the Fund outperformed the median and average of its Lipper peer group for the one-, three- and five-year and since-inception periods ended April 30, 2012. The Board also noted that the Fund outperformed its benchmark index for the one-, three- and five-year and since-inception periods ended April 30, 2012. The Board also considered the Fund’s advisory fee and total expenses, which included the administrative fee. The Board noted that the Fund’s advisory fee was equal to the median and below the average of its Lipper peer group and total expenses were equal to the median and below the average of its Lipper peer group.

Huntington VA Growth Fund

Among other data considered, the Board noted that the Fund underperformed the median and average of its Lipper peer group for the one-, three- and five-year and since-inception periods ended April 30, 2012. The Board also noted that the Fund underperformed its benchmark index for the one-, three- and five-year and since-inception periods ended April 30, 2012. The Board also considered the Fund’s advisory fee and total expenses, which included the administrative fee. The Board noted that the Fund’s advisory fee was below the average and median of its Lipper peer group and total expenses were above the average and median of its Lipper peer group.

Huntington VA Income Equity Fund

Among other data considered, the Board noted that the Fund outperformed the median and average of its Lipper peer group for the one- and three-year periods but underperformed the median and average of its Lipper peer group for the five-year and since-inception periods ended April 30, 2012. The Board also noted that the Fund outperformed its benchmark index for the one-, three-, and five-year periods ended April 30, 2012, and underperformed its benchmark index for the since-inception periods ended April 30, 2012. The Board also considered the Fund’s advisory fee and total expenses, which included the administrative fee. The Board noted that the Fund’s advisory fee was equal to the median and below the average of its Lipper peer group and total expenses were above the average and median of its Lipper peer group.

Huntington VA International Equity Fund

Among other data considered, the Board noted that the Fund outperformed the median and average of its Lipper peer group for the five-year and since-inception periods ended April 30, 2012, and underperformed the median and average of its Lipper peer group for


		84

Huntington Funds

Board of Trustees’ Consideration of Investment Advisory Agreement for

The Huntington VA Funds (the “Funds”)

the one- and three-year periods ended April 30, 2012. The Board also noted that the Fund outperformed its benchmark index for the one- and five-year and since-inception periods ended April 30, 2012, and underperformed its benchmark index for the three-year period ended April 30, 2012. The Board also considered the Fund’s advisory fee and total expenses, which included the administrative fee. The Board noted that the Fund’s advisory fee was above the average and below the median of its Lipper peer group and total expenses were below the average and median of its Lipper peer group.

Huntington VA Macro 100 Fund

Among other data considered, the Board noted that the Fund underperformed the median and average of its Lipper peer group for the three- and five-year and since-inception periods ended April 30, 2012, and outperformed the median and average of its Lipper peer group for the one-year period ended April 30, 2012. The Board also noted that the Fund underperformed its benchmark index for the one-, three- and five-year and since-inception periods ended April 30, 2012. The Board also considered the Fund’s advisory fee and total expenses, which included the administrative fee. The Board noted that the Fund’s advisory fee was equal to the median and above the average of its Lipper peer group and total expenses were above the average and median of its Lipper peer group.

Huntington VA Mid Corp America Fund

Among other data considered, the Board noted that the Fund outperformed the median and average of its Lipper peer group for the one- and five-year and since-inception periods ended April 30, 2012, and underperformed the median and average of its Lipper peer group for the three-year period ended April 30, 2012. The Board also noted that the Fund underperformed its benchmark index for the one-, three- and five-year and since-inception periods ended April 30, 2012. The Board also considered the Fund’s advisory fee and total expenses, which included the administrative fee. The Board noted that the Fund’s advisory fee was below the median and average of its Lipper peer group and total expenses were below the average and above the median of its Lipper peer group.

Huntington VA Real Strategies Fund

Among other data considered, the Board noted that the Fund outperformed the median and average of its Lipper peer group for the three-year period ended April 30, 2012, and underperformed the median and average of its Lipper peer group for the one-year and since-inception periods ended April 30, 2012. The Board also noted that the Fund outperformed its benchmark index for the three-year and since-inception periods ended April 30, 2012, and underperformed its benchmark index for the one-year period ended April 30, 2012. The Board also considered the Fund’s advisory fee and total expenses, which included the administrative fee. The Board noted that the Fund’s advisory fee was below the average and median of its Lipper peer group and total expenses were equal to the median and above the average of its Lipper peer group.

Huntington VA Rotating Markets Fund

Among other data considered, the Board noted that the Fund outperformed the median and average of its Lipper peer group for the one- and three-year and since-inception periods ended April 30, 2012. The Board noted that the Fund underperformed the median and average of its Lipper peer group for the five-year period ended April 30, 2012. The Board also noted that the Fund underperformed its benchmark index for the one-, three- and five-year periods ended April 30, 2012, and outperformed its benchmark index for the since-inception period ended April 30, 2012. The Board also considered the Fund’s advisory fee and total expenses, which included the administrative fee. The Board noted that the Fund’s advisory fee and total expenses were each above the median and average of its Lipper peer group, respectively.

Huntington VA Situs Fund

Among other data considered, the Board noted that the Fund outperformed the median and average of its Lipper peer group for the one-, three- and five-year and since-inception periods ended April 30, 2012. The Board also noted that the Fund outperformed its benchmark index for the one- and three-year periods ended April 30, 2012, and underperformed its benchmark index for the five-year and since-inception periods ended April 30, 2012. The Board also considered the Fund’s advisory fee and total expenses, which included the administrative fee. The Board noted that the Fund’s advisory fee was above the median and average of its Lipper peer group and total expenses were below the average and above the median of its Lipper peer group.

Huntington VA Mortgage Securities Fund


		85

Huntington Funds

Board of Trustees’ Consideration of Investment Advisory Agreement for

The Huntington VA Funds (the “Funds”)

benchmark index for the one- and five-year and since-inception periods ended April 30, 2012, and outperformed its benchmark index for the three-year period ended April 30, 2012. The Board also considered the Fund’s advisory fee and total expenses, which included the administrative fee. The Board noted that the Fund’s advisory fee and total expenses were above the average and median of its Lipper peer group, respectively.


		86

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, 2012 to December 31, 2012.

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, 2012		Ending Account Value, December 31, 2012		Expenses Paid During Period⁽¹⁾		Annualized Expense Ratio
VA Balanced Fund
Actual	$	1,000.00	$	1,040.50	$	0.52		0.10	%
Hypothetical⁽²⁾	$	1,000.00	$	1,024.62	$	0.52		0.10	%
VA Dividend Capture Fund
Actual	$	1,000.00	$	1,050.00	$	4.92		0.95	%
Hypothetical⁽²⁾	$	1,000.00	$	1,020.34	$	4.85		0.95	%
VA Growth Fund
Actual	$	1,000.00	$	1,019.50	$	4.98		0.98	%
Hypothetical⁽²⁾	$	1,000.00	$	1,020.20	$	4.98		0.98	%
VA Income Equity Fund
Actual	$	1,000.00	$	1,044.80	$	5.02		0.98	%
Hypothetical⁽²⁾	$	1,000.00	$	1,020.23	$	4.96		0.98	%
VA International Equity Fund
Actual	$	1,000.00	$	1,107.00	$	5.35		1.01	%
Hypothetical⁽²⁾	$	1,000.00	$	1,020.06	$	5.12		1.01	%
VA Macro 100 Fund
Actual	$	1,000.00	$	1,042.50	$	5.90		1.15	%
Hypothetical⁽²⁾	$	1,000.00	$	1,019.36	$	5.83		1.15	%
VA Mid Corp America Fund
Actual	$	1,000.00	$	1,064.80	$	5.83		1.12	%
Hypothetical⁽²⁾	$	1,000.00	$	1,019.49	$	5.71		1.12	%
VA Real Strategies Fund
Actual	$	1,000.00	$	1,040.90	$	6.49		1.27	%
Hypothetical⁽²⁾	$	1,000.00	$	1,018.77	$	6.42		1.27	%
VA Rotating Markets Fund
Actual	$	1,000.00	$	1,021.80	$	5.89		1.16	%
Hypothetical⁽²⁾	$	1,000.00	$	1,019.31	$	5.89		1.16	%


		87

Huntington Funds


	Beginning Account Value, July 1, 2012		Ending Account Value, December 31, 2012		Expenses Paid During Period⁽¹⁾		Annualized Expense Ratio
VA Situs Fund
Actual	$	1,000.00	$	1,143.80	$	5.35		0.99	%
Hypothetical⁽²⁾	$	1,000.00	$	1,020.14	$	5.04		0.99	%
VA Mortgage Securities Fund
Actual	$	1,000.00	$	1,006.40	$	5.65		1.12	%
Hypothetical⁽²⁾	$	1,000.00	$	1,019.50	$	5.69		1.12	%

⁽¹⁾

⁽²⁾	Hypothetical assumes 5% annual return before expenses.


		88

LOGO

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.”

CUSIP 446327165

CUSIP 446771305

CUSIP 446771206

CUSIP 446771107

CUSIP 446771800

CUSIP 446771875

CUSIP 446771503

CUSIP 446327215

CUSIP 446771701

CUSIP 446771883

CUSIP 446771867


Huntington Shareholder Services: 800-253-0412		27057 02/13

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 2012: $468,050

Fiscal year ended 2011: $480,527

(b) Audit-Related Fees billed to the registrant by its principal accountants for the two most recent fiscal years:

Fiscal year ended 2012: $26,500

Fiscal year ended 2011: $21,625

Fees for 2012 and 2011 related to the agreed-upon review of items within the Management’s Discussion of Fund Performance sections of the Funds’ Form N-CSR filing. 2011 fees also include the review of Form N-1A for 2011. 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 $21,625 respectively.

Fiscal year ended 2012: $276,050

Fiscal year ended 2011: $212,568

Fees for 2012 and 2011 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 2012: $0

Fiscal year ended 2011: $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

I. 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 2012 - 0%

Fiscal year ended 2011 - 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 LLP 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 $260,550 and $212,568 in 2012 and 2011, 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 non audit 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 3/1/2013

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 3/1/2013


By (Signature and Title)*		/s/ Robert Silva
		Robert Silva, Treasurer and Principal Financial Officer

Date 3/1/2013

Mutual Fund & Variable Insurance Trust N-CSRCertified annual shareholder report (management investment company)