Huntington Rotating Index Fund
Huntington VA 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.
The Huntington Funds and Huntington VA Funds will hold jointly a special
meeting of shareholders of Huntington Rotating Index Fund and the Huntington VA
Rotating Index Fund (collectively, the "Funds") 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 issues 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 issues.
The following is an introduction to the process and the proposals.
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. Currently, the Fund seeks 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. The proposal is
to change the investment objective to one of seeking capital appreciation. The
Fund will seek to achieve this new objective with an investment strategy of
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 market 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. If
shareholders of the Funds approve these changes, the Funds will change their
names from the Huntington Rotating Index Fund and the Huntington VA Rotating
Index Fund to the Huntington Rotating Markets Fund and the Huntington VA
Rotating Markets Fund, respectively.
Why is each Fund's investment objective and policy being changed?
Because the Fund's name includes the word "index" (which is connected to
the Fund's investment objective), the Fund must maintain a 95% correlation to
its selected index at all times. The Advisor believes that this 95% correlation
requirement unduly restricts its ability to select stock outside the index, and
does not provide the desired flexibility to invest more diversely or broadly
within a particular equity market segment. The Advisor and the Trustees have
considered this restriction and the other factors discussed below, and concluded
that it would be in the best interests of the Fund's shareholders to amend the
Fund's investment objective and make certain other related changes to the Fund's
investment strategies, restrictions and name. Of course, there can be no
assurance that the Fund will succeed in meeting its new investment objective and
strategy.
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).
After careful consideration, the Board of Trustees has unanimously approved
these proposals. The Board recommends that you read the enclosed materials
carefully and vote for the proposals.
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 changes to the Fund's and the VA Fund's investment objective
and certain 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
March 4, 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............1
PROPOSAL 2: Eliminating a Fundamental Investment Policy.........2
ADDITIONAL INFORMATION ABOUT PROPOSALS 1 AND 2...................3
PROPOSAL 3: Other Business......................................5
INFORMATION ABOUT THE TRUST AND THE VA TRUST.....................5
Proxies....................................................5
Quorum.....................................................6
Voting.....................................................6
Share Ownership............................................6
OTHER MATTERS AND DISCRETION OF ATTORNEYS NAMED IN THE PROXY.....7
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 12, 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 1,937,383.735 Trust
Shares and 87,472.711 Investment A Shares, and the VA Fund had 136,569.824
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, 2002, are being
separately 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 ONE OF SEEKING CAPITAL APPRECIATION.
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 "Advisor"), as the most favorable in a given market environment.
Because this investment objective is fundamental, it cannot be changed without
shareholder approval. At a meeting on January 29, 2003, the Trustees unanimously
approved changing the Fund's investment objective. The proposed new investment
objective is to seek capital appreciation. If approved, the Fund will seek this
investment objective by using a strategy of rotating investments among equity
market segments determined by the Advisor to offer the greatest potential for
capital appreciation in a given market environment.
Currently, the Fund's investment objective is to seek to emulate the
returns of a broad-based equity market 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 Advisor uses a
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 Advisor continuously monitors the market
environment and shifts the index that the Fund emulates when the Advisor
determines that another broad-based equity market index is more favorable given
the current market environment. The rotating nature of the Fund then lets the
Advisor seek greater value based on performance expectations. In January 2002,
for example, the Fund rotated the index it emulated from the S&P 500 to the
Russell 2000 Index, and in January 2003, the Fund rotated to the Russell 1000
Index.
Because the Fund's name includes the word "index" (which is connected to
the Fund's investment objective), the Fund must maintain a 95% correlation to
its selected index at all times. The Advisor believes that this 95% correlation
requirement unduly restricts its ability to select stock outside the index, and
does not provide the desired flexibility to invest more diversely or broadly
within a particular equity market segment. The Advisor and the Trustees have
considered this restriction and the other factors discussed below, and concluded
that it would be in the best interests of the Fund's shareholders to amend the
Fund's investment objective and make certain other related changes to the Fund's
investment strategies, restrictions and name. Only the two changes identified in
Proposal 1 and 2 require shareholder approval. If both proposals are approved by
shareholders, the Fund will eliminate the correlation requirement. Please refer
to the section entitled "Additional Information about Proposals 1 and 2," which
follows the Proposals, for information and risks common to the proposed changes.
Shareholders should familiarize themselves with the risks attendant with the
revised investment objective, strategies and policies.
THE BOARD OF TRUSTEES UNANIMOUSLY 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 Advisor 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 Advisor.
This change requires shareholder approval. However, future changes to this
nonfundamental policy would require only approval by the Board of Trustees and
60 days' advance notice to shareholders.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE FOR PROPOSAL 2
Additional information ABOUT PROPOSALS 1 and 2
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Both in current market conditions and, more importantly, over longer time
periods, the Advisor believes that rotating investments among equity market
segments, each of which may be representative of one or more indices, holds the
most promise of maximizing performance for shareholders. The Advisor desires
more flexibility in selecting investments. The Advisor believes that a focus on
investing in stocks representative of an equity market segment (instead of
trying to emulate the returns of a broad-based equity market index by investing
in stocks that comprise the 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 investing in stocks
representative of one of four equity market segments (i.e., small-cap, mid-cap,
large-cap and international), holds more potential for maximizing the Fund's
performance than the current investment objective. At any given time, the Fund
will be invested (with the exception of cash and short-term securities) in one
of the four equity market segments, either small-cap, mid-cap, large-cap or
international, as selected by the Advisor from time to time. (See below for
additional information about these equity market segments) While there is no
present intention to do so, it is possible that, in the future, the Advisor will
seek to add other market segments for possible investments, subject to
modification of the prospectus to reflect such a change. In addition, the
Advisor will retain the flexibility to invest in growth and/or value stocks
based on its expectation on what will provide the greatest potential for capital
appreciation at any given time. The Advisor does not intend to concentrate in
any particular industry or sector. As a result, the Advisor retains a broad
mandate and discretion to invest in those stocks in a market segment that it
believes are best positioned at any time to provide shareholders with capital
appreciation. There is no guarantee that the Advisor will be able to predict the
equity market segment that offers the greatest return or the timing of rotations
among equity market segments.
As part of the current investment objective and strategy, the Fund attempts
to emulate the returns of a particular index by investing directly in stocks
that comprise the index or indirectly in such stocks through the purchase of
index-based securities, which are sometimes called exchange-traded funds or
ETFs. Index-based securities represent ownership in a long-term investment trust
that holds a portfolio of common stocks designed to track the price performance
of a stock index. Index-based securities have their own fees and expenses that
may duplicate those of the Fund. Therefore, the Fund's performance may be less
than if it were to directly purchase the underlying securities held by the
index-based securities. If the proposals are approved, the Advisor intends to
continue investing in index-based securities as part of its investment strategy
of rotating its investments among equity market segments to achieve its
investment objective of capital appreciation. Moreover, whether or not the
proposals are approved, the Fund will eliminate the policy that stated that the
Fund will invest in index-based securities (rather than investing directly in
the individual securities that comprise the index selected by the Advisor) until
the Fund's total assets reached $70 million. The Advisor 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. There are
additional fees charged to investors in index-based securities, as described
below under "Fee Layering."
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If the proposal is approved, the Advisor 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 taxed to shareholders at ordinary income tax rates.
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Should shareholders approve the changes to the investment objective and
policies, 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. As mentioned above, 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 proposals are adopted and the Fund's investment objective,
strategies and policies are changed, shareholders should anticipate the
following risks (some of which currently apply to the Fund):
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 Advisor --
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 the Fund's 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.
Active Trading Risk: 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.
Fee Layering: The Fund is an actively managed investment fund that has
management and other fees associated with its operations. The Fund will
continue to invest some or all of its assets in index-based securities,
which are also investment funds that separately have their own management
and other fees, and would be borne by the Fund as an investor. This could
cause the Fund's performance to be lower than if it were to invest directly
in the securities underlying such index-based securities.
Following is additional information about the equity market segments among
which the Advisor will rotate its investments. Investment in any segment could
consist of stocks of companies whose capitalization falls within the specified
range and/or index-based securities that hold stocks of companies whose
capitalization falls within the specified range. The small-cap, mid-cap and
large-cap market segments are comprised predominantly of U.S. companies,
although due to the diverse nature of companies and the globalization of the
economy, many companies have international operations or international exposure
to varying degrees.
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 June 30,
2002, the Russell 2000 Index statistics were as follows: the average market
capitalization was approximately $490 million and the median market
capitalization was approximately $395 million. The Index has a total market
capitalization range of approximately $128 million to $1.3 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 June
30, 2002, the Russell Midcap Index statistics were as follows: the average
market capitalization was approximately $3.6 billion and the median market
capitalization was approximately $2.8 billion. The Index has a total market
capitalization range of approximately $1.3 billion to $10.8 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
January 31, 2003, the Standard & Poor's 500 Index statistics were as follows:
the average market capitalization was approximately $73.6 billion and the median
market capitalization was approximately $6.7 billion. The Index has a total
market capitalization range of approximately $258 million to $253.7 billion.
The international market segment comprises companies that are based
throughout the world, including the United States. The international market
segment could include small-cap, mid-cap, or large-cap companies, or any
combination of the three, although there is no generally accepted and recognized
market capitalization ranges in the international market due to the diverse
array of foreign countries and economies. However, the most widely followed
international equity index is the Morgan Stanley EAFE index. It includes
companies from the stock markets of Europe, Australia, New Zealand, and the Far
East.
It is expected that these changes will give the Advisor more flexibility in
selecting investments for the Fund. In determining which of the four market
segments the Fund will invest in, the Advisor 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 Advisor will continuously monitor the market
environment and may shift the market segment in which the Fund invests whenever
the Advisor determines that another market segment is more favorable given the
current market environment.
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 Fund 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 record
of the Fund and the VA Fund:
Carey & Company, Columbus, Ohio, owned approximately 1,875,535 Trust shares
of the Huntington Rotating Index Fund (96.81%); NFSC, Cincinnati, Kentucky,
owned approximately 86,649 Investment A Shares of the Huntington Rotating Index
Fund (99.05%).
Hartford Life Insurance Company, Hartford, Connecticut, owned approximately
116,460 shares of the Huntington VA Rotating Index Fund (85.27%); Carey & Co.,
Columbus, Ohio, owned approximately 20,000 shares of the Huntington VA Rotating
Index Fund (14.64%).
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
March 4, 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
Cusip 446771701
28259 (03/03)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ X ] 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:
____________________________________________________________
Your vote is important no matter how many shares you own.
Please sign and date this proxy below and return it promptly
in the enclosed envelope.
HUNTINGTON VA ROTATING INDEX FUND ("Portfolio") VOTING INSTRUCTION CARD
HARTFORD LIFE INSURANCE CO.
This Voting Instruction Card is solicited by the above-referenced insurance
company (the 'Company') for its contractholders and contract participants who
hold accumulation unit values in the Separate Account of the Company that invest
in the above named Portfolio and who are entitled to instruct the Company on how
to vote shares held by the Separate Account. The undersigned contractholder or
participant instructs the Company to vote, at the Special Meeting of
Shareholders of the Portfolio scheduled for April 17, 2003 at 2:00 p.m., Eastern
time, and at any adjournments or postponements thereof, all shares of the
Portfolio attributable to his or her contract or interest therein as directed on
the reverse side of this Card. The undersigned acknowledges receipt of the
Portfolio's Notice of Special Meeting and Proxy Statement.
If you sign below but do not mark instructions on the reverse, the Company
will vote all shares of the Portfolio attributable to your account value FOR the
proposals. If you fail to return this Voting Instruction Card, the Company will
vote all shares attributable to your account value in proportion to the voting
instructions for the Portfolio actually received from participants and
contractholders in the Separate Account.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE
IS REQUIRED.
Dated ________________________ , 2003
(Sign in the Box) Signature(s) of Shareholder(s)
Please sign exactly as your name or names appear. When signing as an
attorney, executor, administrator, trustee or guardian, please give your full
title as such.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE
HUNTINGTON VA 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.
AGAINST ABSTAIN FOR
Proposal 1 To change the Portfolio's fundamental investment objective FROM
one of seeking to approximate the returns of a broad-based equity market index
as determined by the Portfolio's investment adviser to be the most favorable in
a given market environment, TO one of seeking capital appreciation.
FOR
AGAINST
A BSTAIN
Proposal 2 To replace the Portfolio'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 Portfolio'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 Portfolio's investment adviser.
FOR
AGAINST
A BSTAIN
Proposal 3 To transact such other business as may properly come before the
Meeting.
FOR
AGAINST
A BSTAIN