SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
The Huntington Funds and Huntington VA Funds
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(Name of Registrant as Specified In Its Charter)
Federated Services Company
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary proxy materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
____________________________________________________________
2) Form, Schedule or Registration Statement No.:
____________________________________________________________
3) Filing Party:
____________________________________________________________
4) Date Filed:
____________________________________________________________
Huntington Rotating Index Fund
Proxy Statement - Please Vote!
TIME IS OF THE ESSENCE . . .VOTING ONLY TAKES A FEW MINUTES AND YOUR
PARTICIPATION IS IMPORTANT! ACT NOW TO HELP THE FUND AVOID ADDITIONAL EXPENSE.
Huntington Funds will hold a special meeting of shareholders of Huntington
Rotating Index Fund and the Huntington VA Rotating Index Fund (the "Fund") at
2:00 p.m. on April 17, 2003 at 5800 Corporate Drive, Pittsburgh, Pennsylvania
15237-7010. It is important for you to vote on the issue described in this Proxy
Statement. We recommend that you read the Proxy Statement in its entirety; the
explanations will help you to decide on the issue.
The following is an introduction to the process and the proposal.
Why am I being asked to vote?
Mutual funds are required to obtain shareholders' votes for certain types
of fundamental policy changes like the ones included in this Proxy Statement.
You have a right to vote on such changes.
How do I vote my shares?
You may vote in person at the meeting or complete and return the enclosed
Proxy Card. If you:
1. do not respond, we may contact you by telephone to request that you cast
your vote.
2. sign and return the Proxy Card without indicating a preference, your vote
will be cast "FOR" the proposal.
What are the issues?
The first proposal is to change the Fund's fundamental investment objective
from rotating the Fund's investment among equity market indexes, to rotating
investments among equity market segments determined by the Fund's investment
adviser to offer the greatest potential for capital appreciation. The second
proposal is to eliminate the Fund's fundamental policy of investing at least 80%
of the Fund's total assets directly, or indirectly through index-based
securities, in stocks comprising the broad-based equity index that the Fund's
investment adviser has chosen to emulate. This policy would be replaced with a
non-fundamental policy of investing at least 80% of the Fund's assets directly,
or indirectly through index-based securities, in equity stocks comprising the
equity market segment chosen by the Fund's investment adviser.
Why is the Fund's investment objective and policy being changed?
The Adviser desires broader flexibility in selecting appropriate
investments and believes that a focus on equity market segments, instead of an
index, will provide it this flexibility. Both in current market conditions and,
more importantly, over longer time periods, the Adviser believes that rotating
investments among equity market segments holds the most promise of maximizing
performance for shareholders. Of course, there can be no assurance that the Fund
will succeed in meeting its new investment objective.
What types of equity market segments will the Fund rotate among?
Should shareholders approve the above-described amendments, the Adviser
would have the flexibility to rotate the Fund's assets among the small-cap,
mid-cap, large-cap and international market segments.
Who do I call with questions about the Proxy Statement?
Call the Fund's toll-free number (1-800-253-0412).
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After careful consideration, the Board of Trustees has
unanimously approved
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these proposals. The Board recommends that you read the enclosed
materials carefully and vote for the proposals.
PRELIMINARY PROXY
PROXY STATEMENT
THE HUNTINGTON FUNDS
Huntington Rotating Index Fund
HUNTINGTON VA FUNDS
Huntington VA Rotating Index Fund
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 17, 2003
A Special Meeting of the shareholders of Huntington Rotating Index Fund
(the "Fund"), a portfolio of the Huntington Funds (the "Trust"), and of the
shareholders of Huntington VA Rotating Index Fund (the "VA Fund"), a portfolio
of Huntington VA Funds (the "VA Trust"), will be held at 5800 Corporate Drive,
Pittsburgh, Pennsylvania 15237-7010, at 2:00 p.m. (Eastern time),] on April 17,
2003, to consider certain changes to the Fund's and the VA Fund's investment
policies and restrictions and to transact such other business as may properly
come before the meeting or any adjournment thereof.
The Board of Trustees of the Trust and the VA Trust has fixed February 18,
2003 as the record date for determination of shareholders entitled to vote at
the meeting.
By Order of the Board of Trustees,
Victor R. Siclari
Secretary
February 21, 2003
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YOU CAN HELP THE TRUST AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP
LETTERS TO ENSURE A QUORUM BY PROMPTLY SIGNING AND RETURNING THE ENCLOSED PROXY.
IF YOU ARE UNABLE TO ATTEND THE MEETING, PLEASE MARK, SIGN, DATE AND RETURN THE
ENCLOSED PROXY SO THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE SPECIAL
MEETING. THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES.
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TABLE OF CONTENTS
About the Proxy Solicitation and the Meeting.....................1
PROPOSAL 1: Changing the Fund's Investment Objective.............2
PROPOSAL 2: Eliminating a Fundamental Investment Policy.........4
INFORMATION ABOUT THE TRUST......................................5
Proxies..........................................................5
Quorum...........................................................5
Voting...........................................................6
Share Ownership..................................................6
OTHER MATTERS AND DISCRETION OF ATTORNEYS NAMED IN THE PROXY.....7
7
8
PROXY STATEMENT
THE HUNTINGTON FUNDS (the "Trust")
5800 Corporate Drive
Pittsburgh, Pennsylvania 15237-7010
HUNTINGTON VA FUNDS (the "VA Trust")
5800 Corporate Drive
Pittsburgh, Pennsylvania 15237-7010
About the Proxy Solicitation and the Meeting
The enclosed proxy is solicited on behalf of the Board of Trustees of the
Trust and the VA Trust (the "Board" or "Trustees"). The proxies will be voted at
the special meeting of shareholders of the Huntington Rotating Index Fund (the
"Fund") and the Huntington VA Rotating Index Fund (the "VA Fund"), which are
portfolios of the Trust and the VA Trust, respectively, to be held on April 17,
2003, at 5800 Corporate Drive, Pittsburgh, Pennsylvania 15237-7010, at 2:00 p.m.
(such special meeting and any adjournment or postponement thereof are referred
to as the "Meeting").
The cost of the solicitation, including the printing and mailing of proxy
materials, will be borne by the Fund and the VA Fund. In addition to
solicitations through the mails, proxies may be solicited by officers,
employees, and agents of the Trust and the VA Trust or, if necessary, a
communications firm retained for this purpose. Such solicitations may be by
telephone, telegraph, or otherwise. Any telephonic solicitations will follow
procedures designed to ensure accuracy and prevent fraud, including requiring
identifying shareholder information, recording the shareholder's instructions,
and confirming to the shareholder after the fact. The Trust and the VA Trust may
reimburse custodians, nominees, and fiduciaries for the reasonable costs
incurred by them in connection with forwarding solicitation materials to the
beneficial owners of shares held of record by such persons.
The purpose of the Meeting is set forth in the accompanying Notice. The
Trustees know of no business other than that mentioned in the Notice that will
be presented for consideration at the Meeting. Should other business properly be
brought before the Meeting, proxies will be voted in accordance with the best
judgment of the persons named as proxies. This proxy statement and the enclosed
proxy cards are expected to be mailed on or about March 5, 2003, to shareholders
of record at the close of business on February 18, 2003 (the "Record Date"). On
the Record Date, the Fund had outstanding shares of beneficial interest and the
VA Fund had __________ outstanding shares of beneficial interest.
The annual reports of the Trust and the VA Trust, which include audited
financial statements for the fiscal year ended December 31, 2001, were
previously mailed to shareholders. The Trust and the VA Trust will furnish the
applicable Annual Report without charge upon either written or telephonic
request. The principal executive offices of the Trust and the VA Trust are
located at 5800 Corporate Drive, Pittsburgh, Pennsylvania 15237-7010. The
toll-free telephone number of the Trust and the VA Trust is 1-800-253-0412
PROPOSAL 1: APPROVAL OR DISAPPROVAL OF CHANGING THE FUND'S FUNDAMENTAL
INVESTMENT OBJECTIVE FROM SEEKING TO APPROXIMATE THE RETURNS OF A BROAD-BASED
EQUITY MARKET INDEX TO ROTATING INVESTMENTS AMONG EQUITY MARKET SEGMENTS.
The current investment objective of the Fund and the VA Fund (both referred
to in the remainder of this section as the "Fund") is to approximate the returns
of a broad-based equity market index selected by the Huntington Asset Advisors,
Inc. (the "Adviser"), as the most favorable in a given market environment. This
investment objective may not be changed without shareholder approval. At a
meeting on January 29, 2003, the Trustees unanimously approved changing the
Fund's investment objective to rotate investments among equity market segments
determined by the Adviser to offer the greatest potential for capital
appreciation in a given market environment. Because this is a fundamental
investment objective, shareholder approval also is required to modify it.
Currently, the Fund seeks to emulate the returns of a broad-based equity
index, by investing in stocks that comprise the index or by investing in
index-based securities. In determining which broad-based equity index the Fund
seeks to emulate, the Adviser uses top-down analysis to evaluate broad economic
trends, anticipate shifts in the business cycle, and determine which sectors or
industries may benefit the most over the next 12 months. The Adviser
continuously monitors the market environment and shifts the index that the Fund
emulates when the Adviser determines that another broad-based equity index is
more favorable given the current market environment. The rotating nature of the
Fund then lets the Adviser seek greater value based on performance expectations.
In January, 2002, for example, the Fund rotated out of the S&P 500 and into the
Russell 2000 Index, and in January, 2003, the Fund rotated into the Russell 1000
Index.
After considering the present investment objective of the Fund, the Adviser
and the Trustees have concluded that it would be in the best interests of the
Fund's shareholders to amend the Fund's investment objective.
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Currently, the Fund's investment objective directs the Adviser to
approximate the returns of a broad-based equity market index. However, both in
current market conditions and, more importantly, over longer time periods, the
Adviser believes that rotating investments among equity market segments holds
the most promise of maximizing performance for shareholders. The Adviser desires
broader flexibility in selecting appropriate investments and believes that a
focus on equity market segments, instead of an index, will offer the greatest
potential for capital appreciation. Of course, there can be no assurance that
the Fund will succeed in meeting its new investment objective. Nonetheless, the
management of the Fund believes that the proposed new objective, with its focus
on equity market segments (i.e., small-cap, mid-cap, large-cap and
international), holds more potential for maximizing the Fund's performance over
long periods than the current investment objective.
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If the proposal is approved, the Adviser will restructure the Fund's
portfolio over a relatively short period of time. To the extent portfolio
turnover results in the realization of short-term capital gains, such gains will
generally be taxes to shareholders at ordinary income tax rates.
Should shareholders approve the above-described amendment to the investment
objective, the Huntington Funds and Huntington VA Funds will rename the Rotating
Index Fund and the VA Rotating Index Fund as the Huntington Rotating Markets
Fund and the Huntington VA Rotating Markets Fund in order to accurately reflect
the revised investment objective and strategies. Because the Rotating Index Fund
and the VA Rotating Index Fund would eliminate the word "index" from their
respective names, they would no longer be required to achieve a correlation
between the total return of their assets and the total return of an index.
If the proposal is adopted and the Fund's investment objective is changed,
shareholders should anticipate the following risks:
Market Risk: The possibility that the Fund's stock holdings will
decline in price because of a broad stock market decline. Stock
markets generally move in cycles, with periods of rising prices
followed by periods of falling prices. The value of your investment
will tend to increase or decrease in response to these movements.
Investment Style Risk: The possibility that the securities on
which this Fund focuses -- the stocks of the market segment selected
by the Adviser -- will underperform other kinds of investments or
market averages.
Small Company Risk: Investing in smaller, lesser-known companies
involves greater risk than investing in those that are more
established. A small company's financial well-being may, for example,
depend heavily on just a few products or services. In addition,
investors may have limited flexibility to buy or sell small company
stocks, as compared to those of larger firms, and the prices of small
company stocks may be more volatile than the prices of stocks of
larger companies.
Foreign Investment Risk. Compared with investing in the United
States, investing in foreign markets involves a greater degree and
variety of risk. Investors in foreign markets may face delayed
settlements, currency controls and adverse economic developments as
well as higher overall transaction costs. In addition, fluctuations in
the U.S. dollar's value versus other currencies may erode or reverse
gains from investments denominated in foreign currencies or widen
losses. For instance, foreign governments may limit or prevent
investors from transferring their capital out of a country. This may
affect the value of your investment in the country that adopts such
currency controls. Exchange rate fluctuations also may impair an
issuer's ability to repay U.S. dollar denominated debt, thereby
increasing credit risk of such debt. Finally, the value of foreign
securities may be affected by incomplete or inaccurate financial
information about their issuers, social upheavals or political actions
ranging from tax code changes to governmental collapse. These risks
are greater in the emerging markets than in the developed markets of
Europe and Japan.
The Fund may trade securities actively, which could increase its
transaction costs (thereby lowering its performance) and increase the
amount of taxes that shareholders pay.
THE BOARD OF TRUSTEES RECOMMENDS THAT
SHAREHOLDERS VOTE FOR PROPOSAL 1
PROPOSAL 2: ELIMINATION OF A FUNDAMENTAL INVESTMENT POLICY OF INVESTING AT
LEAST 80% OF TOTAL ASSETS IN STOCKS COMPRISING A BROAD-BASED
EQUITY INDEX
In addition to the above-noted change to the Fund's fundamental investment
objective, the Trustees also approved the elimination of the Fund's fundamental
policy of investing at least 80% of its total assets directly, or indirectly
through index-based securities, in stocks comprising the broad-based equity
index that the Adviser has chosen to emulate. In its place, the Trustees have
approved a non-fundamental policy of investing, under normal circumstances, at
least 80% of its assets directly, or indirectly through index-based securities,
in equity stocks comprising the equity market segment chosen by the Adviser.
This change requires shareholder approval. However, future changes to the
nonfundamental policy would require only approval by the Board of Trustees;
shareholders would be given 60 days notice of changes to the 80% policy.
THE BOARD OF TRUSTEES RECOMMENDS THAT
SHAREHOLDERS VOTE FOR PROPOSAL 2
Additional information ABOUT PROPOSALS 1 and 2
Following is additional information about the equity market segments
among which the Adviser will rotate its investments. The small-cap market
segment includes companies whose market capitalization at the time of purchase
are within the market capitalization range of companies in a recognized
independent index such as the Russell 2000 Index. As of December 31, 2002,
the Russell 2000 Index statistics were as follows: the average market
capitalization was approximately $ million and the median market
capitalization was approximately $ million. The Index has a total
market capitalization range of approximately $ million to
$ billion. The mid-cap market segment includes companies whose market
capitalization at the time of purchase are within the market
capitalization range of companies in a recognized independent index
such as the Russell Midcap Index. As of December 31, 2002, the Russell
Midcap Index statistics were as follows: the average market capitalization
was approximately $ million and the median market capitalization
was approximately $ million. The Index has a total market
capitalization range of approximately $ million to $
billion. The large-cap market segment includes companies whose market
capitalization at the time of purchase are within the market
capitalization range of companies in a recognized independent index
such as the Standard & Poor's 500 Index. As of December 31, 2002, the
Standard & Poor's 500 Index statistics were as follows: the average market
capitalization was approximately $ billion and the median market
capitalization was approximately $ billion. The Index has a total
market capitalization range of approximately $ million to
$ billion. The international market segment includes companies that
are based outside of the United States.
It is expected that these changes will give the Adviser more flexibility in
selecting investments for the Fund. In determining which market segment the Fund
will seek to emulate, the Adviser will continue to use top-down analysis to
evaluate broad economic trends, anticipate shifts in the business cycle, and
determine which sectors or industries may benefit the most over the next 12
months. In addition, the Adviser will continuously monitor the market
environment and may shift the market segment that the Fund emulates whenever the
Adviser determines that another market segment is more favorable given the
current market environment.
Another change that will be made to the Fund is to eliminate the policy
that permitted the Fund to invest in index-based securities (rather than
investing directly in the individual securities that comprise the index selected
by the Adviser) until the Fund's total assets reached $70 million. The Adviser
has determined that the $70 million threshold may be too restrictive, and it may
be more beneficial to allow individual security purchases at a lower or higher
asset level. This change will be made whether or not the shareholders approve
the proposals.
PROPOSAL 3: TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF
While the Meeting is called to act upon any other business that may
properly come before it, at the date of this proxy statement the only business
which the management intends to present or knows that others will present is the
business mentioned in the Notice of a Special Meeting. If any other matters
lawfully come before the Meeting, and in all procedural matters at said Meeting,
it is the intention that the enclosed proxy shall be voted in accordance with
the best judgment of the persons named as proxies, or their substitutes, present
and acting at the Meeting.
INFORMATION ABOUT THE TRUST AND THE VA TRUST
Proxies, Quorum and Voting at the Meeting
Proxies
Only shareholders of record of the Fund and the VA Fund on the Record Date
will be entitled to vote at the Meeting. Each share of the Fund is entitled to
one vote with respect to matters affecting the Fund or the Trust generally; each
share of the VA Fund is entitled to one vote with respect to matters affecting
the VA Fund or the VA Trust. Fractional shares are entitled to proportionate
shares of one vote.
In accordance with current law, insurance company separate accounts, as
shareholders of the VA Fund, will request voting instructions from the owners of
variable life insurance policies and variable annuity contracts ("Variable
Contract Owners") of the separate accounts, and will vote the accounts' shares
or other voting interests in the VA Fund in proportion to the voting
instructions received. Each separate account is required to vote its shares of
the VA Fund in accordance with instructions received from Variable Contract
Owners. Each separate account is also required to vote shares of the VA Fund
held in each of its respective variable accounts for which no voting
instructions have been received in the same proportion as the separate account
votes shares held by variable accounts for which it has received instructions.
Shares held by an insurance company in its general account, if any, must be
voted in the same proportions as the votes cast with respect to shares held in
all of the insurance company's variable accounts in the aggregate. Variable
Contract Owners permitted to give instructions to the VA Fund and the number of
shares for which such instructions may be given for purposes of voting at the
Meeting, and any adjournment thereof, will be determined as of the Record Date.
In connection with the solicitation of such instructions from Variable Contract
Owners, it is expected that insurance companies will furnish a copy of this
Proxy Statement to Variable Contract Owners. Any Variable Contract Owner giving
instructions will be advised by the investment company concerning the means of
providing voting instructions, and the timing or method of amending or revoking
any instructions previously given.
Any person giving a proxy has the power to revoke it any time prior to its
exercise by executing a superseding proxy or by submitting a written notice of
revocation to the Secretary of the Trust at 5800 Corporate Drive, Pittsburgh,
Pennsylvania 15237-7010. In addition, although mere attendance at the Meeting
will not revoke a proxy, a shareholder present at the Meeting may withdraw his
or her proxy and vote in person. All properly executed and unrevoked proxies
received in time for the Meeting will be voted in accordance with the
instructions contained in the proxies. If no instruction is given on the proxy,
the persons named as proxies will vote the shares represented thereby in favor
of the matters set forth in the attached Notice.
Quorum
In order to hold the Meeting, a "quorum" of shareholders must be present.
Holders of more than fifty percent of the total number of outstanding shares of
the Trust entitled to vote, present in person or by proxy, shall be required to
constitute a quorum for the purpose of voting on the proposals made.
For purposes of determining a quorum for transacting business at the
Meeting, abstentions and broker "non-votes" (that is, proxies from brokers or
nominees indicating that such persons have not received instructions from the
beneficial owner or other persons entitled to vote shares on a particular matter
with respect to which the brokers or nominees do not have discretionary power)
will be treated as shares that are present but which have not been voted. For
this reason, abstentions and broker non-votes will have the effect of a "no"
vote for purposes of obtaining the requisite approval of the proposal.
If a quorum is not present, the persons named as proxies may vote those
proxies which have been received to adjourn the Meeting to a later date. In the
event that a quorum is present but sufficient votes in favor of the proposal
have not been received, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitations of proxies with
respect to such proposal(s). All such adjournments will require the affirmative
vote of a plurality of the shares present in person or by proxy at the session
of the Meeting to be adjourned. The persons named as proxies will vote AGAINST
any such adjournment those proxies which they are required to vote against the
proposal and will vote in FAVOR of the adjournment other proxies which they are
authorized to vote.
Voting
In order to approve a change to a fundamental investment policy, a
"majority of the outstanding voting shares" of the Fund or the VA Fund must be
voted in favor of the changes. Under both the Investment Company Act of 1940 and
the Declarations of Trust of the Trust and the VA Trust, the favorable vote of a
"majority of the outstanding voting shares" of the Funds means: (a) the holders
of 67% or more of the outstanding voting securities present at the Meeting, if
the holders of 50% or more of the outstanding voting securities of the Funds are
present or represented by proxy; or (b) the vote of the holders of more than 50%
of the outstanding voting securities, whichever is less.
Share Ownership
Officers and Trustees of the Trust as a group own less than [1%] of the
Funds' outstanding shares.
At the close of business on the Record Date, the following persons owned,
to the knowledge of management, more than 5% of the outstanding shares of the
Fund and the VA Fund:
Carey & Company, , owned approximately Trust shares of
the Huntington Rotating Index Fund (97.29%); FVSC, ,
owned approximately Investment A Shares of the Huntington
Rotating Index Fund (99.23%).
_________________, owned approximately _________ shares of the
Huntington VA Rotating Index Fund.
OTHER MATTERS AND DISCRETION OF ATTORNEYS NAMED IN THE PROXY
The Trust is not required, and does not intend, to hold regular annual
meetings of shareholders. Shareholders wishing to submit proposals for
consideration for inclusion in a proxy statement for the next meeting of
shareholders should send their written proposals to Huntington Funds, 5800
Corporate Drive, Pittsburgh, Pennsylvania 15237-7010, so that they are received
within a reasonable time before any such meeting.
No business other than the matter described above is expected to come
before the Meeting, but should any other matter requiring a vote of shareholders
arise, including any question as to an adjournment or postponement of the
Meeting, the persons named on the enclosed proxy card will vote on such matters
according to their best judgment in the interests of the Trust.
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SHAREHOLDERS ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY
CARD AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN
THE UNITED STATES.
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By Order of the Board of Trustees,
Victor R. Siclari
Secretary
February 21, 2003
HUNTINGTON ROTATING INDEX FUND
HUNTINGTON VA ROTATING INDEX FUND
Investment Adviser
HUNTINGTON ASSET ADVISORS, Inc.
(a subsidiary of The Huntington National Bank)
Huntington Center
41 South High Street
Columbus, Ohio 43215-6101
Distributor
EDGEWOOD SERVICES, INC.
5800 Corporate Drive
Pittsburgh, Pennsylvania 15237-7010
Administrator
FEDERATED SERVICES COMPANY
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3779
Sub-Administrator
The Huntington National Bank
Huntington Center
41 South High Street
Columbus, Ohio 43215-6101
Cusip 446327520
Cusip 446327538
28110 (02/03)
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned Shareholders of
Huntington Rotating Index Fund (the "Fund"), a portfolio of the Huntington Funds
(the "Trust"), hereby appoints Victor R. Siclari, Gail C. Jones, Alicia G.
Powell, Cathy C. Ryan, Lisa McAnany, Susan K. Maroni and Mark Nagarajan, or any
one of them, true and lawful attorneys, with the power of substitution of each,
to vote all shares of the Fund which the undersigned is entitled to vote at the
Special Meeting of Shareholders (the "Meeting") to be held on April 17, 2003, at
5800 Corporate Drive, Pittsburgh, Pennsylvania, at 2:00 p.m. and at any
adjournment thereof.
The attorneys named will vote the shares represented by this proxy in
accordance with the choice made on this ballot. If no choice is indicated, this
proxy will be voted affirmatively on the matter. Discretionary authority is
hereby conferred as to all other matters as may properly come before the Meeting
or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE
HUNTINGTON FUNDS. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE
MANNER DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED "FOR" THE PROPOSAL.
Proposal 1
To change the Fund's fundamental investment objective FROM
approximating the returns of a broad-based equity market index as
determined by the Fund's investment adviser to be the most favorable
in a given market environment, TO rotating investments among equity
market segments as determined by the Fund's investment adviser to
offer the greatest potential for capital appreciation.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
Proposal 2
To replace the Fund's fundamental investment policy of investing
at least 80% of its total assets directly, or indirectly through
index-based securities, in stocks comprising the broad-based equity
index that the Fund's investment adviser has chosen to emulate with a
non-fundamental policy of investing at least 80% of its assets
directly, or indirectly through index-based securities, in equity
stocks comprising the equity market segment chosen by the Fund's
investment adviser.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
Proposal 3
To transact such other business as may properly come before the
meeting.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
YOUR VOTE IS IMPORTANT
Please complete, sign and return
this card as soon as possible.
The undersigned hereby acknowledges receipt of the Notice of a Special Meeting
dated February 21, 2003 and the Proxy Statement attached hereto:
Dated
Signature
Signature (Joint Owners)
Please sign this proxy exactly as your name appears on the books of the
Trust. Joint owners should each sign personally. Directors and other fiduciaries
should indicate the capacity in which they sign, and where more than one name
appears, a majority must sign. If a corporation, this signature should be that
of an authorized officer who should state his or her title.