HUNTINGTON FUNDS
HUNTINGTON VA FUNDS
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND
PRINCIPAL FINANCIAL OFFICERS
I. Covered Officers/Purpose of this Code
The Board of Trustees ("Board") of the Huntington Funds and the Huntington
VA Funds (collectively, the "Company" or the "Funds") has adopted this Code of
Ethics (this "Code") for the Company's Principal Executive Officer ("PEO") and
Principal Financial Officer ("PFO", and together with the PEO, the "Covered
Officers," each of whom is identified in Exhibit A) for the purpose of
promoting:
o honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
o full, fair, accurate, timely and understandable disclosure in reports and
documents that a registrant files with, or submits to, the Securities and
Exchange Commission ("SEC") and in other public communications made by the
Company;
o compliance with applicable laws and governmental rules and
regulations;
o the prompt internal reporting of violations of this Code to an
appropriate person or persons, as identified herein; and
o accountability for adherence to this Code.
Each Covered Officer should adhere to a high standard of business ethics
and should be sensitive to situations that may give rise to apparent as well as
actual conflicts of interest.
II. Covered Officers Should Handle Ethically Actual and Apparent
Conflicts of Interest
Overview. A "conflict of interest" occurs when a Covered Officer's private
interest interferes with the interests of, or his service to, the Company. For
example, a conflict of interest would arise if a Covered Officer, or a member of
his family, receives improper personal benefits as a result of his position in
the Company.
Conflicts Arising From Relationships with Service Providers. Certain
conflicts of interest arise out of the relationships between Covered Officers
and the Company and already are subject to conflict of interest provisions in
the Investment Company Act of 1940 (the "Investment Company Act"). For example,
Covered Officers may not individually engage in certain transactions (such as
the purchase or sale of securities or other property) with the Company because
of their status as "affiliated persons" of the Company. Each Covered Officer is
an employee of one or more companies that serve as the Company's investment
adviser, principal underwriter, administrator, transfer agent, custodian or
accountant (any such company, and any company that controls, is controlled by or
under common control with such company, referred to herein as a "Service
Provider"). The Company's and the Service Providers' compliance programs and
procedures are designed to prevent, or identify and correct, violations of these
provisions. This Code does not, and is not intended to, repeat or replace these
programs and procedures, and such conflicts fall outside of the parameters of
this Code.
Although typically not presenting an opportunity for improper personal
benefit, conflicts may arise from, or as a result of, the contractual
relationship between the Company and a Service Provider of which the Covered
Officers are also officers or employees. As a result, this Code recognizes that
the Covered Officers will, in the normal course of their duties (whether
formally for the Company or for a Service Provider, or for both), be involved in
establishing policies and implementing decisions which will have different
effects on the applicable Service Provider and the Company. The participation of
the Covered Officers in such activities is inherent in the contractual
relationship between the Company and the applicable Service Provider and is
consistent with the performance by the Covered Officers of their duties as
officers of the Company and, if addressed in conformity with the provisions of
the Investment Company Act, will be deemed to have been handled ethically. In
addition, it is recognized by the Board that the Covered Officers may also be
officers or employees of one or more other investment companies covered by this
Code or other codes of ethics.
Other Conflicts of Interest. Other conflicts of interest are covered by
this Code, even if such conflicts of interest are not subject to provisions in
the Investment Company Act. The following list provides examples of conflicts of
interest under this Code, but Covered Officers should keep in mind that these
examples are not exhaustive. The overarching principle is that the personal
interest of a Covered Officer should not be placed improperly before the
interest of the Company.
Each Covered Officer must not:
o use his personal influence or personal relationships improperly to
influence investment decisions or financial reporting by the Company
whereby the Covered Officer would benefit personally to the detriment of
the Company;
o cause the Company to take action, or fail to take action, for the
individual personal benefit of the Covered Officer rather than for the
benefit of the Company; or
o use material non-public knowledge of portfolio transactions made or
contemplated for the Company to trade personally or cause others to trade
personally in contemplation of the market effect of such transactions.
III. Disclosure & Compliance
o Each Covered Officer should familiarize himself with the disclosure
requirements generally applicable to the Company;
o each Covered Officer should not knowingly misrepresent, or cause others to
misrepresent, facts about the Company to others, whether within or outside
the Company, including to the Board and the Company's auditors, and to
governmental regulators and self-regulatory organizations;
o each Covered Officer should, to the extent appropriate within his area of
responsibility, consult with other officers and employees of the Company
and the Company's adviser, subadviser(s) (if applicable) and administrator
with the goal of promoting full, fair, accurate, timely and understandable
disclosure in the reports and documents the Company files with, or submit
to, the SEC and in other public communications made by the Company; and
o it is the responsibility of each Covered Officer to promote compliance
with the standards and restrictions imposed by applicable laws, rules and
regulations.
IV. Reporting and Accountability
Each Covered Officer must:
o upon adoption of this Code (or thereafter as applicable, upon becoming a
Covered Officer), affirm in writing to the Board that he has received,
read, and understands this Code;
o annually thereafter affirm to the Board that he has complied with the
requirements of this Code;
o not retaliate against any employee or Covered Officer or their
affiliated persons for reports of potential violations that are made
in good faith;
o notify the Company's Qualified Legal Compliance Committee ("QLCC")
promptly if he knows of any violation of this Code. Failure to do so
is itself a violation of this Code; and
o report at least annually any change in his affiliations from the
prior year.
The QLCC is responsible for applying this Code to specific situations in
which questions are presented under it and has the authority to interpret this
Code in any particular situation.
The Company will follow these procedures in investigating and enforcing
this Code:
o the QLCC will take all appropriate action to investigate any potential
violations reported to it and, in its discretion may report such potential
violations to the PEO and/or PFO;
o if, after such investigation, the QLCC believes that no material violation
has occurred, the QLCC is not required to take any further action;
o if the QLCC concurs that a material violation has occurred, it will inform
and make a recommendation to the Board, which will consider appropriate
action, which may include review of, and appropriate modifications to,
applicable policies and procedures; notification to appropriate personnel
of the applicable Service Provider or its board; or a recommendation to
dismiss the Covered Officer; and
o any changes to this Code will, to the extent required, be disclosed as
provided by SEC rules.
V. Other Policies and Procedures
This Code shall be the sole code of ethics adopted by the Funds for
purposes of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules and
forms applicable to registered investment companies thereunder. Insofar as other
policies or procedures of the Funds or a Service Providers govern or purport to
govern the behavior or activities of the Covered Officers who are subject to
this Code, they are superceded by this Code to the extent that they conflict
with the provisions of this Code. The Funds' and the Service Providers' codes of
ethics under Rule 17j-1 under the Investment Company Act and the Funds'
adviser's more detailed policies and procedures are separate requirements
applying to the Covered Officers and others, and are not part of this Code.
VI. Amendments
Any amendments to this Code, other than amendments to Exhibit A, must be
in writing and approved or ratified by a majority vote of the Board, including a
majority of independent directors/trustees.
VII. Confidentiality
All reports and records prepared or maintained pursuant to this Code will
be considered confidential and shall be maintained and protected accordingly.
Except as otherwise required by law or this Code, such matters shall not be
disclosed to anyone other than the appropriate board and its counsel, the Funds'
investment adviser and the respective Service Providers.
VIII. Internal Use
This Code is intended solely for the internal use by the Funds and does
not constitute an admission, by or on behalf of the Company, as to any fact,
circumstance, or legal conclusion.
Date: July 30, 2003
Exhibit A
Persons Covered by this Code of Ethics - As of May 5, 2005
Principal Executive Officer and Chief Executive Officer - Charles L.
Davis, Jr.
Principal Financial Officer and Treasurer - Christopher E. Sabato