N-CSR 1 form.htm Huntington VA Funds -- NCSR 

                                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:  811-09481

                        HUNTINGTON VA FUNDS
                  (Exact name of registrant as specified in charter)

                        5800 Corporate Drive
                  Pittsburgh, Pennsylvania 15237-7010
                  (Address of principal executive offices)

                        Ronald J. Corn, Esq.
                        The Huntington National Bank
                        41 South High Street
                        Columbus, Ohio 43287
                        (Name and address of agent for service)

                        Copies to:
                        David C. Mahaffey, Esq.
                        Sullivan  & Worcester LLP
                        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, 2005


Item 1. Reports to Stockholders.

[Logo of Huntington VA Funds]

Annual
Shareholder
Report

Equity Funds

Huntington VA Dividend Capture Fund
Huntington VA Growth Fund
Huntington VA Income Equity Fund
Huntington VA International Equity Fund
Huntington VA Macro 100 Fund
Huntington VA Mid Corp America Fund
Huntington VA New Economy Fund
Huntington VA Rotating Markets Fund
Huntington VA Situs Small Cap Fund

Income Funds

Huntington VA Mortgage Securities Fund

DECEMBER 31, 2005

 

 

Huntington

VA Dividend Capture Fund

Management’s Discussion of Fund Performance
Co-Portfolio Managers:
Kirk Mentzer, MBA, Director of Research and
Senior Vice President
B. Randolph Bateman, CFA, Chief Investment Officer
Huntington Asset Advisors, Inc.

     Average Annual
Total Return for
the Period Ended
12/31/2005
1 Year     3.59%
3 Year   12.66%
Start of Performance (10/15/01)      9.48%

The graph above illustrates the hypothetical investment of $10,000* in the Huntington VA Dividend Capture Fund from October 15, 2001 (inception) to December 31, 2005, 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. For the fiscal year ended 12/31/05, 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 and Nationwide Life Insurance Company. 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, 2005, the Huntington VA Dividend Capture Fund produced a total return of 3.59% compared to the total return of 4.91% for the Standard & Poor’s 500 Index (S&P 500)1 and the Dividend Capture Indices Blend’s (DCIB)2 total return of 5.03%. The Fund was managed using a top-down style and portfolio construction techniques aimed at producing a high level of stable income and low volatility. Here are the highlights from each of the Fund’s asset classes:

• Preferred Stocks--The Fund held core, stable holdings from high quality issuers and upgraded quality and call protection of its holdings during the reporting period ended December 31, 2005. This asset class was one of the worst performers during the reporting period.

• Common Stocks--Equity returns in 2005 came in at the low end of our expected range. Energy and commodity groups led performance gains again while the consumer discretionary sector clearly lagged. The market showed a strong preference for capital appreciation at the exclusion of dividend paying stocks during 2005. As such, the Fund’s holdings of dividend paying stocks lagged the broad market gains.

• Real Estate Investment Trusts (REITs)3--Real estate investors enjoyed yet another year of double-digit growth due to investor preference for physical assets. As measured by the Morgan Stanley REIT Index,4 REITs produced a total return of 11.53% for 2005.

For the reporting period ended December 31, 2005, the Fund’s total return was positively impacted by the strong results in REITs. Conversely, the Fund’s exposure to preferred stocks negatively impacted its performance as measured by the Merrill Lynch Fixed Rate Preferred Index5 return of 0.96% for the year ended December 31, 2005.

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 may be lower or higher than what is stated. For current to the most recent month end performance contact your insurance company.

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

1 The S&P 500 is a capitalization-weighted index of 500 stocks 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. Investments cannot be made in an index.

2 The DCIB is a custom, blended index comprised of the following three indices with their noted respective weightings: S&P 500/Barra 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. The S&P 500/Barra Value Index is a capitalization-weighted index of the stocks in the S&P 500 having the lowest price to book ratios. The index consists of approximately half of the S&P 500 on a market capitalization basis. Merrill Lynch Fixed Rate Preferred Index is a total return index comprised of fixed-rate preferred stock issues. NAREIT Index represents returns for the National Association of Real Estate Investment Trust Equity Index. Indices are unmanaged and, unlike the Fund, are not affected by cashflows. Investments cannot be made in an index.

3 Investments in REITs involve special risks associated with an investment in real estate, such as limited liquidity.

4 The Morgan Stanley REIT Index comprises the most actively traded real estate investment trusts and is designed to measure real estate equity performance. The index is unmanaged and, unlike the Fund, is not affected by cashflows. Investments cannot be made in an index.

5 The Merrill Lynch Fixed Rate Preferred Index is a total return index comprised of fixed-rate preferred stock issues. The index is unmanaged and, unlike the Fund, is not affected by cashflows. Investments cannot be made in an index.

Huntington

VA Growth Fund

Management’s Discussion of Fund Performance
Portfolio Manager: James J. Gibboney, CFA, MBA
Senior Vice President
Portfolio Manager: Martina Cheung, CFA, MBA
Assistant Vice President
Huntington Asset Advisors, Inc.

      Average Annual
Total Return for
the Period Ended
12/31/2005
1 Year   0.72%
3 Year   7.26%
Start of Performance (5/01/01)    (2.14)%

The graph above illustrates the hypothetical investment of $10,000* in the Huntington VA Growth Fund from May 1, 2001 (inception) to December 31, 2005, compared to the S&P 500 BGI 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. For the fiscal year ended 12/31/05, 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 and Nationwide Life Insurance Company. 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 BGI and the S&P 500 have been adjusted to reflect reinvestment of dividends on securities in the indices.

For the fiscal year ended December 31, 2005, the Huntington VA Growth Fund produced a total return of 0.72%. This compared to a total return of 3.46% for the Standard & Poor’s 500/Barra Growth Index (S&P 500 BGI),1 the Fund’s benchmark, for the reporting period. The Fund was positively impacted by the stock market’s general rise in value, all of which occurred in the fourth quarter of the year. Index returns were again disparate, ranging from 1.17% for the Standard & Poor’s 100 Index (S&P 100)2 to 13.54% for the Morgan Stanley Capital International Europe, Far East and Australasia Index (MSCI EAFE Index).3 The Fund underperformed mainly due to its emphasis on large-cap stocks. The Fund was also negatively impacted late in the year by earnings disappointments in four stocks held by the Fund.

In general, high quality, large capitalization stocks under-performed as they did last year. While the Standard & Poor’s 500 Index (S&P 500)4 rose 4.91%, the Standard & Poor’s Equal Weight Index (S&P EWI)5 rose 8.06%. The S&P EWI performed better because large-cap stocks tended to underperform smaller cap stocks. On a price basis, the ten largest companies in the S&P 500 were down 4.8% for 2005. The Fund tended to own the largest companies within the S&P 500. This capitalization bias was a detriment to the Fund’s performance. However, the Fund’s over-weighting of the energy sector was a positive attribute to performance in 2005.

The Fund’s holdings in Anadarko Petroleum Corp., Iron Mountain, Inc. and Hewlett Packard Co. positively impacted performance while its holdings in Invacare Corp., Dell, Inc. and Media General, Inc. were a drag on performance.

The Fund’s sector weightings generally adhered to its investment policy sector guidelines.

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 may be lower or higher than what is stated. For current to the most recent month end performance contact your insurance company.

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

1 The S&P 500 BGI is a capitalization-weighted index 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. Investments cannot be made in an index.

2 The S&P 100 Index is a capitalization-weighted index of 100 stocks from a broad range of industries. The index is unmanaged and, unlike the Fund, is not affected by cashflows. Investments cannot be made in an index.

3 The MSCI EAFE Index 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 cashflows. Investments cannot be made in an index.

4 The S&P 500 is a capitalization-weighted index of 500 stocks 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. Investments cannot be made in an index.

5 The S&P EWI is the equally weighted version of the S&P 500. The S&P EWI has the same stocks as the capitalization weighted S&P 500 but each company in the S&P EWI is allocated a fixed weight of 0.20% rebalanced quarterly. The index is unmanaged and, unlike the Fund, is not affected by cashflows. Investments cannot be made in an index.

Huntington

VA Income Equity Fund

Management’s Discussion of Fund Performance
Co-Portfolio Managers:
Craig J. Hardy, CFA
Christopher G. Cwiklinski, CFA
Vice Presidents
Huntington Asset Advisors, Inc.

    Average Annual
Total Return for
the Period Ended
12/31/2005
1 Year     2.98%
3 Year   11.50%
5 Year       5.02%
Start of Performance (10/21/99)      4.87%

The graph above illustrates the hypothetical investment of $10,000* in the Huntington VA Income Equity Fund from October 21, 1999 (inception) to December 31, 2005, compared to the S&P 500 BVI and the S&P 500. The Advisor has elected to change the benchmark index from the S&P 500 to the S&P 500 BVI because the market capitalization of companies comprising the S&P 500 BVI more closely correlates to the market capitalization of the companies in which the Fund invests.

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. For the fiscal year ended 12/31/05, 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 and Nationwide Life Insurance Company. 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 BVI have been adjusted to reflect reinvestment of all dividends on securities in the indices.

For the year ended December 31, 2005, the total return for the Huntington VA Income Equity Fund was 2.98%. This compared to a total return of 6.33% for the Standard & Poor’s 500/Barra Value Index (S&P 500 BVI),1 the Fund’s benchmark, and 4.91% for the Standard & Poor’s 500 Index (S&P 500).2

During 2005, the Fund was positioned relatively conservatively, with an emphasis on stocks with high dividend yields, reasonable dividend growth prospects and a value orientation. This combination of characteristics tended to produce returns that were lower than those of the S&P 500 BVI. This is primarily the reason why the Fund underperformed its benchmark during 2005, a period of moderate stock market returns.

The sectors that contributed most positively to the performance of the Fund in 2005 were the energy sector, led by integrated oil and gas producers; the materials sector, led by agricultural chemicals; and the utility sector, led by multi-utilities and independent power producers. The sectors that negatively impacted the Fund in 2005 were the consumer staples sector, led by the brewers; the health care sector, with weakness in health care equipment and the major pharmaceutical stocks; and the industrial sector, led by office supply companies and industrial conglomerates.

The stocks that contributed most positively to the performance of the Fund last year were Monsanto Co., driven by P/E multiple expansion; Occidental Petroleum Corp. and ConocoPhillips, due to higher volume and prices in crude oil; and Exelon Corp., which benefited from a turnaround in its energy transmission and delivery business. The stocks that most negatively impacted Fund performance in 2005 were Boston Scientific Corp., which suffered a substantial contraction in its P/E multiple due to a peak in earnings; Verizon Communications, Inc., which experienced a difficult earnings environment; Anheuser-Busch Cos., Inc., which saw a peak in earnings in the first quarter of 2005, and PPG Industries, Inc., which also saw its P/E multiple contract as the company came up against difficult earnings comparisons.

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 may be lower or higher than what is stated. For current to the most recent month end performance contact your insurance company.

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

1 The S&P 500 BVI is a market capitalization-weighted index of the stocks in the S&P 500 having the lowest 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. Investments cannot be made in an index.

2 The S&P 500 is a capitalization-weighted index of 500 stocks 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. Investments cannot be made in an index.

Huntington

VA International Equity Fund

Management’s Discussion of Fund Performance
Portfolio Manager: Madelynn M. Matlock, CFA,
Director of International Investments
Vice President
Huntington Asset Advisors, Inc.

 

      Average Annual
Total Return for
the Period Ended
12/31/2005
1 Year   15.21%
Start of Performance (5/03/04)   16.11%

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, 2005, compared to the 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. For the fiscal year ended 12/31/05, 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 and Nationwide Life Insurance Company. 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 EAFE has been adjusted to reflect reinvestment of all dividends on securities in the index.

For the fiscal year ended December 31, 2005, the Huntington VA International Equity Fund had a total return of 15.21%. This compared to the total return of 13.54% for the Morgan Stanley Capital International Europe, Far East and Australasia Index (EAFE).1 The Fund’s return, compared to the EAFE, was influenced by three main factors: its regional allocation to Europe, Asia and the Americas, its exposure to various economic sectors and the individual stocks in the portfolio.

The regional allocation of the Fund favored Asian markets, including Japan, Korea, Singapore, Taiwan and India. This regional balance helped Fund performance versus the EAFE, as Pacific markets in general rose more than European markets and the overall EAFE. Some of the smaller Asian markets, such as India and Hong Kong, posted very strong results. The best performing market globally was Japan. The portfolio benefited from a full weighting in the Japanese market as compared to the EAFE. European markets, on the other hand, lagged the overall EAFE, so the Fund’s underweight was beneficial.

The Fund’s performance was helped by its overweighting in the industrial, materials, and energy sectors over most of the year, as these more cyclical parts of the global equity market benefited from a strong gain in commodity prices and overall steady growth. Energy stocks did lag behind in the fourth quarter as oil prices softened. Financial stocks were underweighted in the portfolio, and they slightly outperformed the overall EAFE, which was detrimental to relative performance. Consumer staple goods, health care, and consumer discretionary stocks lagged the overall EAFE. The Fund had a higher exposure to health care and staples, but a lower weight in discretionary stocks, which netted to a drag to overall performance. Technology stocks, in which the Fund had an overweighted position, outperformed the overall EAFE for the first time in several years. In general, the Fund’s sector allocation was conservative but still surpassed the EAFE gain for the year.

The U.S. dollar gained about 15% versus the Japanese yen and the euro during 2005, which was a drag on the EAFE’s return in dollar terms. The decline in the value of most currencies against the dollar reduced the gain in the value of the Fund, although a number of the companies represented in the Fund’s portfolio benefited from improved earnings due to currency movements, which boosted their stock valuations.

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 may be lower or higher than what is stated. For current to the most recent month end performance contact your insurance company.

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

1 The EAFE is a market capitalization-weighted equity index comprising 20 of the 48 countries in the Morgan Stanley Capital International (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 cashflows. Investments cannot be made 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.

Huntington

VA Macro 100 Fund

Management’s Discussion of Fund Performance
Portfolio Manager: Huntington Asset Advisors, Inc.
Portfolio Sub-Advisor: Laffer Investments, Inc.

      Average Annual
Total Return for
the Period Ended
12/31/2005
1 Year   5.14%
Start of Performance (5/03/04)    9.91%

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, 2005, 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. For the fiscal year ended 12/31/05, 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 and Nationwide Life Insurance Company. 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, 2005, the Huntington VA Macro 100 Fund had a total return of 5.14%. This compared to the total return of 4.91% for the Standard & Poor’s 500 Index (S&P 500).1

The Macro 100 Fund’s out-performance of the S&P 500 was led by the Fund’s overweight in the financial and information technology sectors for the fiscal year. At the industry level the groups with the most significant contribution to Fund performance were diversified financials, semiconductors, and health care equipment.

The positioning of the factors used to select the securities for the Fund remained relatively consistent throughout most of the year. The portfolio was positioned for a stable but weakened U.S. dollar, a healthy and growing economy, a continuation of rising short-term interest rates and improving state fiscal situations. The Fund modified its outlook during the course of the year with a shift from large capitalization stocks to smaller capitalization stocks.2 The continued increase in government spending, lack of an extension of the Bush tax cuts by Congress and increasing regulatory environment have moved the Fund to a smaller capitalization stock position. This change was initiated around the middle of the year and was completed in the fourth quarter. This reduced the Fund’s significant over-weights of the information technology and financial sectors.

With respect to longer-term positioning of the models used to select securities, the environment in 2005 was volatile. The past five years have been consistently unusual in terms of the number and frequency of major events affecting the financial markets, such as wars, contested elections, natural disasters, energy shocks, etc. During 2005, the severe weather conditions in the U.S. combined with continued erratic oil and gold prices, created short-run financial and economic shocks and an extension of the volatility in the markets from 2004. In spite of these situations, the economy, the models and the Fund performed well for investors.

On the individual security side of the ledger, some of the Fund’s winners for the fiscal year included Intel Corp., Express Scripts, Inc., Texas Instruments, Inc., Advanced Micro Devices, Inc., Freeport-McMoran Cooper & Gold, Inc., Moody’s Corp., E-Trade Group, Inc., and Franklin Resources, Inc.

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 may be lower or higher than what is stated. For current to the most recent month end performance contact your insurance company.

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

1 The S&P 500 is a capitalization-weighted index of 500 stocks 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. Investments cannot be made in an index.

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

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.

      Average Annual
Total Return for
the Period Ended
12/31/2005
1 Year   12.67%
3 Year   19.53%
Start of Performance (10/15/01)   12.73%

The graph above illustrates the hypothetical investment of $10,000* in the Huntington VA Mid Corp America Fund from October 15, 2001 (inception) to December 31, 2005, compared to the S&P 400, the RMCI, 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. For the fiscal year ended 12/31/05, 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 and Nationwide Life Insurance Company. 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 the RMCI indices have been adjusted to reflect reinvestment of dividends on securities in the indices.

For the fiscal year ended December 31, 2005, the Huntington VA Mid Corp America Fund produced a total return of 12.67% compared to the Standard & Poor’s Mid Cap 400 Index (S&P 400)1 total return of 12.55%, the Russell Midcap Index (RMCI)2 total return of 12.71%, and the Lipper Mid Cap Core Average (LMCC)3 total return of 10.26%.

The Fund maintained a disciplined approach of selecting high quality holdings and continued utilizing the sector strategy of Huntington Asset Advisors, Inc., which focuses on economic impact within equity markets. This sector weighting strategy contributed positively to the Fund’s performance, but shifts in industry performance due to short-term market changes hampered returns in the volatile fourth quarter. This was especially evident in the technology sector, where software and semiconductor industries caused a drag on performance, and the energy sector, the correction in which had a significantly negative impact on Fund returns. On the positive side, stock selection in the consumer discretionary and health care sectors combined with an overweighting in the health care sector and underweighting in the consumer discretionary sector enhanced Fund performance. The Fund focused on the long-term sector and stock selection attributes that have aided the Fund’s performance over volatile cycles. The Fund maintained a higher number of holdings than some of its peers to provide greater diversification.4

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 may be lower or higher than what is stated. For current to the most recent month end performance contact your insurance company.

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

1 The S&P 400 is a capitalization weighted index 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. Investments cannot be made in an index.

2 The RMCI measures the performance of the 800 smallest companies in the Russell 1000 Index, which represent approximately 26% of the total market capitalization of the Russell 1000 Index. The index is unmanaged and, unlike the Fund, is not affected by cashflows. Investments cannot be made 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 Diversification does not assure a profit nor protect against loss.

Huntington

VA New Economy Fund

Management’s Discussion of Fund Performance
Portfolio Manager: Bernard A. Shinkel, Ph.D.
Vice President
Huntington Asset Advisors, Inc.

     Average Annual
Total Return for
the Period Ended
12/31/2005
1 Year   13.24%
3 Year   20.95%
Start of Performance (10/15/01)   12.87%

The graph above illustrates the hypothetical investment of $10,000* in the Huntington VA New Economy Fund from October 15, 2001 (inception) to December 31, 2005, compared to the RUS3G 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. For the fiscal year ended 12/31/05, 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 and Nationwide Life Insurance Company. 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 the RUS3G indices have been adjusted to reflect reinvestment of dividends on securities in the indices.

For the fiscal year ended December 31, 2005, the Huntington VA New Economy Fund earned a total return of 13.24%, significantly outperforming the Fund’s benchmark, the Russell 3000 Growth Index (RUS3G),1 which had a total return of 5.17% for the same reporting period. The Fund also outperformed the broader stock market index, the Standard & Poor’s 500 Index (S&P 500),2 which had a total return of 4.91% for the year.

The Fund’s results were achieved by maintaining a highly diversified portfolio, with 225 holdings at year-end, and focusing primarily on the mid- and small-cap segments of the market.3,4 The Fund’s unique approach to growth investing, and its resulting sector emphasis on the high growth segments of the economy – information technology, health care, and consumer discretionary – further enhanced performance. As always, the mandate of the Fund allowed us to invest in the leading creators and implementers of science and technology when and where the stock market appeared to dictate that it would reward such investments.

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 may be lower or higher than what is stated. For current to the most recent month end performance contact your insurance company.

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

1 The RUS3G measures the performance of those Russell Midcap Companies with higher price-to-book ratios and higher forecasted growth values. The stocks in this index are also members of either the Russell 1000 Growth or the Russell 2000 Growth indices. The index is unmanaged and, unlike the Fund, is not affected by cashflows. Investments cannot be made in an index.

2 The S&P 500 is a capitalization-weighted index of 500 stocks 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. Investments cannot be made in an index.

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

4 Diversification does not assure a profit nor protect against loss.

Huntington

VA Rotating Markets Fund

Management’s Discussion of Fund Performance
Portfolio Manager: Paul Koscik JD
Vice President
Huntington Asset Advisors, Inc.

      Average Annual
Total Return for
the Period Ended
12/31/2005
1 Year   9.66%
3 Year   15.04%
Start of Performance (10/15/01)   7.39%

The graph above illustrates the hypothetical investment of $10,000* in the Huntington VA Rotating Markets Fund from October 15, 2001 (inception) to December 31, 2005, 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. For the fiscal year ended 12/31/05, 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 and Nationwide Life Insurance Company. 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, 2005, the total return for the Huntington VA Rotating Markets Fund was 9.66%. This compared to the total return of 4.91% for the Fund’s benchmark, the Standard & Poor’s 500 Index (S&P 500).1

The Fund outperformed its benchmark in 2005 primarily due to the Fund’s heavy concentration in equity markets outside the United States. Also contributing to its out-performance was the Fund’s U.S. strategy of focusing on small and mid-cap indices.2

Throughout 2005, the Fund was invested in the global segment of the stock market with an emphasis on international and emerging markets.3 Reasonable valuations, stronger economic growth, and plenty of liquidity, caused international markets in general and emerging markets in particular to outperform the S&P 500 as evidenced by the 2005 returns for the Morgan Stanley Capital International Europe, Far East and Australasia Index (EAFE)4 and the Morgan Stanley Capital International Europe Index5 of 13.54% and 8.8% respectively. Even more significant were the returns of the Morgan Stanley Capital International Emerging Markets Index,6 the Standard & Poor’s Latin America 40 Index,7 the Morgan Stanley Capital International Mexico Index,8 and the Morgan Stanley Capital International Brazil Index9 of 32.6%, 54.6%, 43.8%, and 52.7% respectively at December 31, 2005.

The Fund continued its bias of emphasizing investment exposure to the mid- and small-cap segments of the U.S. stock market. The exposure was based on the belief that valuation levels and earnings growth would be superior to that of the large cap segment and would justify superior performance relative to the S&P 500. This occurred as the returns for the Standard & Poor’s Mid Cap 400 Index10 and the Standard & Poor’s Small Cap 600 Index11 were 12.1% and 7.5% respectively at December 31, 2005.

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 may be lower or higher than what is stated. For current to the most recent month end performance contact your insurance company.

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

1 The S&P 500 is a capitalization-weighted index of 500 stocks 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 umanaged and, unlike the Fund, is not affected by cashflows. Investments cannot be made in an index.

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

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

4 The EAFE is a market capitalization-weighted equity index comprising 20 of the 48 countries in the Morgan Stanley Capital International (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 cashflows. Investments cannot be made in an index.

5 The MSCI Europe Index is an unmanaged, market value-weighted average of the performance of over 500 securities listed on the stock exchanges of 16 countries in the European region. The index, unlike the Fund, is not affected by cashflows. Investments cannot be made in an index.

6 The MSCI Emerging Markets Index is an unmanaged market capitalization weighted index composed of companies representative of the market structure of 26 emerging market countries in Europe, Latin America, and the Pacific Basin. The index, unlike the Fund, is not affected by cashflows. Investments cannot be made in an index.

7 The Standard & Poor’s Latin America 40 Index is an unmanaged index of highly liquid securities from major economic sectors of the Mexican and South American equity markets. The index, unlike the Fund, is not affected by cashflows. Investments cannot be made in an index.

8 The MSCI Mexico Index is an unmanaged index of publicly traded securities in the Mexican equity market. The index, unlike the Fund, is not affected by cashflows. Investments cannot be made in an index.

9 The MSCI Brazil Index is an unmanaged index of publicly traded securities in the Brazilian equity market. The index, unlike the Fund, is not affected by cashflows. Investments cannot be made in an index.

10 The Standard & Poor’s Mid Cap 400 Index is an unmanaged capitalization-weighted index of common stocks representing all major industries in the mid-range of the U.S. stock market. The index, unlike the Fund, is not affected by cashflows. Investments cannot be made in an index.

11 The Standard & Poor’s Small Cap 600 Index is an unmanaged capitalization-weighted index representing all major industries in the small-cap range of the U.S. stock market. The index, unlike the Fund, is not affected by cashflows. Investments cannot be made in an index.

Huntington

VA Situs Small Cap Fund

Management’s Discussion of Fund Performance
Portfolio Manager: B. Randolph Bateman, CFA
Chief Investment Officer
Huntington Asset Advisors

     Average Annual
Total Return for
the Period Ended
12/31/2005
1 Year   17.18%
Start of Performance (5/03/04)   22.56%

The graph above illustrates the hypothetical investment of $10,000* in the Huntington VA Situs Small Cap Fund from May 3, 2004 (inception) to December 31, 2005, compared to the S&P 600 and 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. For the fiscal year ended 12/31/05, 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 and Nationwide Life Insurance Company. 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 600 and the S&P 500 indices have been adjusted to reflect reinvestment of dividends on securities in the indices.

The Huntington VA Situs Small Cap Fund experienced a very positive year in 2005 in both relative and absolute terms. The Fund generated a total return of 17.18%, more than doubling the Standard & Poor’s Small Cap 600 Index (S&P 600),1 and the Standard & Poor’s 500 Index (S&P 500),2 returns of 7.70% and 4.91% respectively.

Several of the Fund’s larger holdings experienced extraordinary performance. Cerner Corp., the largest holding for much of the year, rose some 70.98%, causing the Fund’s portfolio manager to win the annual Forbes Magazine stock picking contest. Other concentrated holdings which performed well during the reporting period included: Florida Rock Industries, up 25%; Universal Forest Products, Inc., up 27.5%, Precision Cast Parts Corp., up 58% and Intergraph Corp., up 85%. The energy sector was also overweighted during the year and one of the energy holdings, Spinnaker Exploration Co., was an acquisition target and rose some 86.7% for the year. Other energy-related holdings performed well as oil and natural gas prices soared during most of the year.

The Fund primarily focused on those companies whose securities would be positively impacted by a geographical advantage over their competition such as favorable tax treatment (including tax incentives), opportunities afforded due to the proximity to a region that is experiencing significant immigration, or even meteorological events (hurricanes or snowfall).

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 may be lower or higher than what is stated. For current to the most recent month end performance contact your insurance company.

†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. Investments cannot be made in an index.

2 The S&P 500 is a capitalization-weighted index of 500 stocks 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. Investments cannot be made in an index.

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

Huntington

VA Mortgage Securities Fund

Management’s Discussion of Fund Performance
Portfolio Manager: William G. Doughty, MBA
Vice President
Portfolio Manager: Gustave J. Seasongood
Vice President
Huntington Asset Advisors, Inc.

    Average Annual
Total Return for
the Period Ended
12/31/2005
1 Year     1.25%
Start of Performance (5/03/04)   4.28%

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, 2005, compared to the LBMBSI.

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. For the fiscal year ended 12/31/05, 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 and Nationwide Life Insurance Company. 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 LBMBSI has been adjusted to reflect reinvestment of dividends on securities in the index.

For the fiscal year ended December 31, 2005, the Huntington VA Mortgage Securities Fund produced a total return of 1.25%. This compared to the total return of 2.61% for the Fund’s benchmark, the Lehman Brothers Mortgage Backed Securities Index (LBMBSI),1 and the Lipper U.S. Mortgage Funds Average return of 1.93%2 for the same reporting period.

During 2005, the Fund’s investment in Real Estate Investment Trusts (REITs) contributed positively to performance versus its benchmark. As measured by the Standard & Poor’s REIT Index (S&P REIT Index),3 REITs produced a total return of 11.62% for 2005 and the Fund had a portfolio weighting in REITs of 7.7% at year end. Performance was also helped by the selection of both mortgage-backed securities (MBS) and collateralized mortgage obligations (CMOs) during the year. Due to the slow down of refinancing in the mortgage market, and an increase in demand for yield products by large domestic banks and foreign central banks, yield spreads tightened for MBS products versus Treasurys during the year. Underperformance was due primarily to the shorter duration of the Fund versus the benchmark, as longer securities outperformed shorter duration securities for the year.

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 may be lower or higher than what is stated. For current to the most recent month end performance contact your insurance company.

†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 LBMBSI 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. Investments cannot be made 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 Investments in REITs involve special risks associated with an investment in real estate, such as limited liquidity. The S&P REIT Index is comprised of real estate investment trusts. The index is unmanaged and, unlike the Fund, is not affected by cashflows. Investments cannot be made in an index.

 

Huntington VA Dividend Capture Fund

Portfolio of Investments Summary Table (Unaudited)

December 31, 2005

Asset Allocation

    

Percentage of
Net Assets

Common Stock (includes 11.6% Real Estate Investment Trusts)

  

52.3%

Preferred Stock (includes 2.4% Real Estate Investment Trusts)

  

43.2%

Exchange Traded Funds

  

3.2%

Cash1

  

1.1%

Other Assets in Excess of Liabilities

  

0.2%

TOTAL

  

100.0%

Portfolio holdings and allocations are subject to change.

Percentages are as of December 31, 2005, and are based on net assets.

1 Investments in an affiliated money market fund.

Portfolio of Investments

December 31, 2005

Shares

  

 

Value

COMMON STOCKS -- 52.3%

  

 

 

  

Consumer Discretionary -- 2.9%

  

 

7,000

  

Genuine Parts Co.

  

$ 307,440

5,500

  

J.C. Penney Co., Inc.

  

305,800

13,000

  

Time Warner, Inc.

  

226,720

8,000

  

V.F. Corp.

  

442,720

 

 

 

  

1,282,680

 

 

Consumer Staples -- 0.9%

  

 

1,000

  

Bunge Ltd.

  

56,610

16,500

  

ConAgra Foods, Inc.

  

334,620

 

 

 

  

391,230

 

 

Energy -- 4.6%

  

 

9,000

  

ChevronTexaco Corp.

  

510,930

14,000

  

ConocoPhillips

  

814,520

10,000

  

Marathon Oil Corp.

  

609,700

1,000

  

Sunoco, Inc.

  

78,380

 

 

 

  

2,013,530

 

 

Financials -- 16.1%

  

 

14,750

    

Allstate Corp.

  

797,533

20,000

  

American Capital Strategies Ltd.

  

724,200

20,000

  

Bank of New York Company, Inc.

  

637,000

2,000

  

Chubb Corp.

  

195,300

9,000

  

Hartford Financial Services Group, Inc.

  

773,010

18,000

  

KeyCorp

  

592,740

12,000

  

Lincoln National Corp.

    

636,360

10,000

  

Morgan Stanley Dean Witter & Co.

  

567,400

17,000

  

Protective Life Corp.

  

744,090

11,500

  

Safeco Corp.

  

649,750

16,000

  

Wachovia Corp.

  

845,759

 

 

 

  

7,163,142

 

 

Health Care -- 3.9%

  

 

30,500

  

Bristol-Myers Squibb Co.

  

700,890

6,000

  

Merck & Co., Inc.

  

190,860

14,000

  

Pfizer, Inc.

  

326,480

10,500

  

Wyeth

  

483,735

 

 

 

  

1,701,965

 

 

Industrials -- 3.6%

  

 

4,000

  

Burlington Northern Santa Fe Corp.

  

$ 283,280

5,000

  

Cooper Industries Ltd.

  

365,000

5,000

  

Harsco Corp.

  

337,550

8,000

  

Norfolk Southern Corp.

  

358,640

6,000

  

Raytheon Co.

  

240,900

 

 

 

  

1,585,370

 

 

Materials -- 2.2%

  

 

6,000

  

Inco Ltd.

  

261,420

11,000

  

Louisiana-Pacific Corp.

  

302,170

6,000

  

Weyerhaeuser Co.

  

398,040

 

 

 

  

961,630

 

 

Real Estate Investment Trusts -- 11.6%

  

 

15,000

  

Bedford Property Investors, Inc.

  

329,100

7,000

  

CBL & Associates Properties, Inc.

  

276,570

8,000

  

Colonial Properties Trust

  

335,840

32,000

  

Commercial NET Lease Realty

  

651,840

10,000

  

Entertainment Properties

  

407,500

8,500

  

Equity Inns, Inc.

  

115,175

7,000

  

Equity Office Properties Trust

  

212,310

4,000

  

Equity Residential Properties Trust

  

156,480

7,000

  

First Industrial Realty Trust, Inc.

  

269,500

8,500

  

Heritage Property Investment

  

283,900

5,000

  

Home Properties, Inc.

  

204,000

36,000

  

HRPT Properties Trust

  

372,600

2,000

  

Kimco Realty Corp.

  

64,160

14,000

  

LTC Properties, Inc.

  

294,420

8,000

  

Mid-America Apartment Communities, Inc.

  

388,000

8,000

  

New Plan Excel Realty Trust

  

185,440

3,500

  

Parkway Properties, Inc.

  

140,490

2,500

  

Simon Property Group, Inc.

  

191,575

5,000

  

Sovran Self Storage, Inc.

  

234,850

 

 

 

  

5,113,750

COMMON STOCKS -- (continued)

  

 

 

 

Technology -- 2.6%

  

 

2,000

  

Hewlett Packard Co.

  

$ 57,260

5,000

  

Intel Corp.

  

124,800

2,000

  

Microsoft Corp.

  

52,300

8,000

  

Motorola, Inc.

  

180,720

14,000

  

Sabre Holdings Corp.

  

337,540

40,000

  

Taiwan Semiconductor Manufacturing Co. Ltd. ADR

  

396,400

 

 

 

  

1,149,020

 

 

Telecommunications -- 2.4%

  

 

21,750

  

AT&T, Inc.

  

532,658

19,000

  

BellSouth Corp.

  

514,900

 

 

 

  

1,047,558

 

 

Utilities -- 1.5%

  

 

6,000

  

American Electric Power Co., Inc.

  

222,540

16,000

  

Duke Energy Corp.

  

439,200

 

 

 

  

661,740

 

 

Total Common Stocks
(Cost $22,006,691)

  

23,071,615

PREFERRED STOCKS -- 43.2%

  

 

 

  

Consumer Discretionary -- 1.4%

  

 

25,000

  

The Walt Disney Co., 7.000%

  

637,500

 

 

Financials -- 29.2%

  

 

35,000

  

ABN Amro Capital Funding Trust V, 5.900%

  

829,150

16,400

  

Ace Ltd., Series C, 7.800%

  

428,040

19,900

  

AMBAC Financial Group, 7.000%

  

501,878

24,000

  

ASBC Capital I, 7.625%

  

614,880

28,000

  

Citigroup Capital Trust VIII, 6.950%

  

706,160

13,700

  

Comerica Capital Trust I, 7.600%

  

345,925

22,000

  

Compass Capital, 7.350%

  

557,040

27,600

  

Everest Re Capital Trust, 7.850%

  

703,248

15,000

  

Fleet Capital Trust VII, 7.200%

  

378,300

6,900

  

Fleet Capital Trust VIII, 7.200%

  

175,398

4,000

  

Goldman Sachs Group, Inc., Class A, 3.910%

  

102,800

6,000

  

Hartford Life Capital II, Series B, 7.625%

  

152,880

20,000

  

HSBC Holdings PLC, Series A, 6.200%

  

495,000

20,000

  

JPMorgan Chase & Co., Series X, 7.000%

  

508,600

15,500

  

Lehman Brothers Holdings, Inc., 6.500%

  

406,875

10,000

  

Lincoln National Capital V, Series E, 7.650%

  

254,100

21,000

  

Merrill Lynch Capital Trust V, 7.280%

  

548,520

10,000

  

Metlife, Inc., Series B, 6.500%

  

259,200

13,000

  

Morgan Stanley Capital Trust II, 7.250%

  

331,110

26,000

  

National Commerce Capital Trust II, 7.700%

  

663,000

18,000

  

Partnerre Capital Trust I, 7.900%

  

459,000

12,400

  

PLC Capital Trust, 7.250%

  

315,952

1,900

  

Provident Financial Group, Inc., 8.375%

  

51,110

17,300

  

RenaissanceRe Holdings Ltd., Series B, 7.300%

  

436,998

35,000

  

Royal Bank of Scotland, Series N, 6.350%

  

879,550

24,700

  

SLM Corp., 6.000%

  

585,390

 

 

Financials -- (continued)

  

 

13,900

  

St. Paul Capital Trust, 7.600%

  

$ 356,535

5,000

  

Suntrust Capital IV, 7.125%

  

126,350

1,300

  

Torchmark Capital Trust I, 7.750%

  

33,553

27,000

  

Wells Fargo Capital Trust II, 7.000%

  

682,560

 

 

 

  

12,889,102

 

 

Health Care -- 1.3%

  

 

23,000

  

Aetna, Inc., 8.500%

  

586,040

 

 

Industrials -- 1.4%

  

 

25,000

  

General Electric Capital Corp., 6.100%

  

630,750

 

 

Real Estate Investment Trusts -- 2.4%

  

 

1,400

  

Equity Residential Properties,
Series D, 8.600%

  

35,756

10,000

  

HRPT Properties Trust, Series A, 9.875%

  

254,300

2,000

  

Prologis Trust, Series F, 6.750%

  

49,580

17,000

  

Public Storage, Series F, 6.45%

  

392,700

13,000

  

Public Storage, Series R, 8.000%

  

329,030

 

 

 

  

1,061,366

 

 

Telecommunications -- 1.0%

  

 

17,000

  

AT&T, Inc., 7.000%

  

426,360

 

 

Utilities -- 6.5%

  

 

39,700

  

BGE Capital Trust II, 6.200%

  

1,016,320

20,000

  

Consolidated Edison Co., Inc., 7.500%

  

505,000

10,000

  

Dominion CNG Capital Trust I, 7.800%

  

255,200

23,400

  

Entergy LA, Inc., 7.600%

  

594,126

20,000

  

Georgia Power Capital, 7.125%

  

504,600

 

 

 

  

2,875,246

 

 

Total Preferred Stocks
(Cost $19,698,264)

  

19,106,364

MUTUAL FUNDS -- 3.2%

  

 

 

 

Exchange Traded Funds -- 3.2%

  

 

16,500

  

AMEX Technology SPDR

  

344,850

8,500

  

S&P 500 Depositary Receipt

  

1,057,655

 

 

Total Mutual Funds (Cost $1,227,729)

  

1,402,505

CASH EQUIVALENT -- 1.1%

  

 

507,344

  

Huntington Money Market Fund,
Interfund Shares*

  

507,344

 

 

Total Cash Equivalent (Cost $507,344)

  

507,344

 

 

Total Investments
(Cost $43,440,028) (a) -- 99.8%

  

44,087,828

 

 

Other Assets in Excess of
Liabilities -- 0.2%

  

106,196

 

 

Net Assets -- 100.0%

  

$ 44,194,024

Huntington VA Growth Fund

Portfolio of Investments Summary Table (Unaudited)

December 31, 2005

Asset Allocation

    

Percentage of
Net Assets

Technology

  

22.1%

Health Care

  

19.5%

Consumer Staples

  

15.8%

Industrials

  

12.0%

Energy

  

11.5%

Consumer Discretionary

  

6.3%

Exchange Traded Funds

  

3.6%

Financials

  

3.1%

Cash1

  

2.9%

Materials

  

2.6%

Telecommunications

  

0.5%

Other Assets in Excess of Liabilities

  

0.1%

TOTAL

  

100.0%

Portfolio holdings and allocations are subject to change.

Percentages are as of December 31, 2005, and are based on net assets.

1 Investments in an affiliated money market fund.

Portfolio of Investments

December 31, 2005

Shares

  

 

Value

COMMON STOCKS -- 93.4%

  

 

 

   

Consumer Discretionary -- 6.3%

  

 

1,859

  

Carnival Corp.

    

$ 99,401

10,278

  

Home Depot, Inc.

  

416,053

3,839

  

Kohl’s Corp.(b)

  

186,575

260

  

Liberty Global, Inc., Class A (b)

  

5,850

260

  

Liberty Global, Inc., Series C (b)

  

5,512

5,203

  

Liberty Media Corp. (b)

  

40,948

1,931

  

Media General, Inc.

  

97,902

7,677

  

Time Warner, Inc.

  

133,887

8,438

  

Viacom, Inc.

  

275,079

 

 

 

  

1,261,207

 

 

Consumer Staples -- 15.8%

  

 

7,500

  

Anheuser Busch Cos., Inc.

  

322,200

4,248

  

Colgate-Palmolive Co.

  

233,003

3,112

  

J.M. Smuckers Co.

  

136,928

8,110

  

PepsiCo, Inc.

  

479,139

11,688

  

Procter & Gamble Co.

  

676,501

10,675

  

SYSCO Corp.

  

331,459

3,441

  

Wal-Mart Stores, Inc.

  

161,039

10,670

  

Walgreen Co.

  

472,254

5,290

  

William Wrigley Jr. Co.

  

351,732

 

 

 

  

3,164,255

 

 

Energy -- 11.5%

  

 

7,217

  

Anadarko Petroleum Corp.

  

683,811

5,000

  

Exxon Mobil Corp.

  

280,850

5,000

  

Kinder Morgan, Inc.

  

459,750

5,000

  

Occidental Petroleum Corp.

  

399,400

5,000

  

Schlumberger, Ltd.

  

485,750

 

 

 

  

2,309,561

 

 

Financials -- 3.1%

  

 

2,591

  

American Express Co.

  

$ 133,333

1

  

Berkshire Hathaway, Inc. (b)

  

88,620

4,237

  

St. Paul Cos., Inc.

  

189,267

4,573

  

Washington Mutual, Inc.

  

198,925

 

 

 

  

610,145

 

 

Health Care -- 19.5%

  

 

6,891

  

Abbott Laboratories

  

271,712

5,000

  

Amgen, Inc. (b)

  

394,299

6,100

  

Baxter International, Inc.

  

229,665

2,700

  

Dentsply International, Inc.

  

144,963

1,000

  

Gilead Sciences, Inc. (b)

  

52,630

269

  

Hospira, Inc. (b)

  

11,508

2,290

  

IMS Health, Inc.

  

57,067

7,000

  

Invacare Corp.

  

220,430

5,977

  

Johnson & Johnson

  

359,218

1,968

  

Medco Health Solutions, Inc. (b)

  

109,814

2,015

  

Medtronic, Inc.

  

116,004

2,648

  

Millipore Corp. (b)

  

174,874

13,122

  

Pfizer, Inc.

  

306,005

4,000

  

Roche Holdings Ltd.

  

299,404

12,363

  

Schering-Plough Corp.

  

257,769

6,530

  

Stryker Corp.

  

290,128

3,600

  

UnitedHealth Group, Inc.

  

223,704

5,465

  

Wyeth

  

251,773

2,000

  

Zimmer Holdings, Inc. (b)

  

134,880

 

 

 

  

3,905,847

COMMON STOCKS -- (continued)

  

 

 

 

Industrials -- 12.0%

  

 

4,587

  

Avery Dennison Corp.

  

$ 253,523

10,200

  

Cintas Corp.

  

420,036

26,975

  

General Electric Co.

  

945,474

8,806

  

Illinois Tool Works, Inc.

  

774,840

 

 

 

  

2,393,873

 

 

Materials -- 2.6%

  

 

5,205

  

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

  

221,213

8,029

  

Ecolab, Inc.

  

291,211

 

 

 

  

512,424

 

 

Technology -- 22.1%

  

 

7,684

  

Analog Devices, Inc.

  

275,625

663

  

Applied Materials, Inc.

  

11,894

6,887

  

Automatic Data Processing, Inc.

  

316,044

14,594

  

Cisco Systems, Inc. (b)

  

249,849

10,000

  

Computer Sciences Corp. (b)

  

506,400

8,698

  

Dell, Inc. (b)

  

260,853

8,340

  

EMC Corp. (b)

  

113,591

6,712

  

Hewlett Packard Co.

  

192,165

17,764

  

Intel Corp.

  

443,389

2,999

  

International Business Machines Corp.

  

246,518

7,500

  

Iron Mountain, Inc. (b)

  

316,650

29,508

  

Microsoft Corp.

  

771,634

6,100

  

Molex, Inc.

  

158,295

342

  

Network Appliance, Inc. (b)

  

9,234

14,980

  

Oracle Corp. (b)

  

182,906

6,930

  

Qualcomm, Inc.

  

298,544

2,201

  

Solectron Corp. (b)

  

8,056

1,493

  

Texas Instruments, Inc.

  

47,881

 

 

 

  

4,409,528

 

 

Telecommunications -- 0.5%

  

 

520

  

Discovery Holding Co., Class A (b)

  

$ 7,878

4,308

  

Vodafone Group PLC.

  

92,493

 

 

 

  

100,371

 

 

Utilities -- 0.0%

  

 

187

  

Duke Energy Corp.

  

5,133

 

 

Total Common Stocks (Cost $17,195,322)

  

18,672,344

MUTUAL FUNDS -- 3.6%

  

 

 

 

Exchange Traded Funds -- 3.6%

  

 

8,000

  

iShares S&P 500/Barra Growth
Index Fund

  

474,319

2,675

  

NASDAQ 100 Index Fund

  

108,124

1,020

  

S&P Depositary Receipt

  

126,919

 

 

Total Mutual Funds (Cost $650,309)

  

709,362

CASH EQUIVALENT -- 2.9%

  

 

582,352

  

Huntington Money Market Fund,
Interfund Shares*

  

582,352

 

 

Total Cash Equivalent (Cost $582,352)

  

582,352

 

 

Total Investments
(Cost $18,427,983) (a) -- 99.9%

  

19,964,058

 

 

Other Assets in Excess of
Liabilities -- 0.1%

  

10,248

 

 

Net Assets -- 100.0%

  

$ 19,974,306

Huntington VA Income Equity Fund

Portfolio of Investments Summary Table (Unaudited)

December 31, 2005

Asset Allocation

    

Percentage of
Net Assets

Financials

  

35.3%

Energy

  

10.4%

Consumer Discretionary

  

9.5%

Industrials

  

8.0%

Health Care

  

7.5%

Technology

  

7.2%

Materials

  

6.6%

Telecommunications

  

5.5%

Cash1

  

4.7%

Utilities

  

3.1%

Real Estate Investment Trusts

  

2.0%

Consumer Staples

  

1.4%

Liabilities in Excess of Other Assets

  

(1.2)%

TOTAL

  

100.0 %

Portfolio holdings and allocations are subject to change.

Percentages are as of December 31, 2005, and are based on net assets.

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

December 31, 2005

Shares

  

 

Value

 

COMMON STOCKS -- 96.5%

  

 

 

 

  

Consumer Discretionary -- 9.5%

  

 

 

9,700

  

Fortune Brands, Inc.

    

$ 756,794

 

25,600

  

Genuine Parts Co.

  

1,124,352

 

32,100

  

Pearson PLC ADR

  

381,027

 

19,100

  

Thompson Corp.

  

660,860

 

8,100

  

V.F. Corp.

  

448,254

 

 

 

 

  

3,371,287

 

 

 

Consumer Staples -- 1.4%

  

 

 

5,200

  

Anheuser Busch Cos., Inc.

  

223,392

 

4,100

  

Molson Coors Brewing Co., Class B

  

274,659

 

 

 

 

  

498,051

 

 

 

Energy -- 10.4%

  

 

 

19,400

  

Chevron Corp.

  

1,101,338

 

18,100

  

ConocoPhillips

  

1,053,058

 

15,900

  

Occidental Petroleum Corp.

  

1,270,092

 

5,700

  

Progress Energy, Inc.

  

250,344

 

 

 

 

  

3,674,832

 

 

 

Financials -- 35.3%

  

 

 

23,600

  

AmSouth Bancorporation

  

618,556

 

26,500

  

Bank of America Corp.

  

1,222,975

 

19,100

  

BB&T Corp.

  

800,481

 

27,300

  

Citigroup, Inc.

  

1,324,869

 

10,800

  

Comerica, Inc.

  

613,008

 

28,300

  

JPMorgan Chase & Co.

  

1,123,227

 

20,900

  

Lincoln National Corp.

  

1,108,327

 

18,200

  

MBNA Corp.

  

494,312

 

 

 

Financials -- (continued)

  

 

 

32,200

  

National City Corp.

  

$ 1,080,954

 

28,100

  

Regions Financial Corp.

  

959,896

 

9,100

  

SunTrust Banks, Inc.

  

662,116

 

19,300

  

Unitrin, Inc.

  

869,465

 

9,600

  

Wachovia Corp.

  

507,456

 

24,100

  

Washington Mutual, Inc.

  

1,048,350

 

 

 

 

  

12,433,992

 

 

 

Health Care -- 7.5%

  

 

 

30,800

  

Bristol-Myers Squibb Co.

  

707,784

 

6,400

  

Eli Lilly & Co.

  

362,176

 

6,100

  

GlaxoSmithKline PLC ADR

  

307,928

 

23,200

  

Merck & Co., Inc.

  

737,992

 

11,500

  

Wyeth

  

529,805

 

 

 

 

  

2,645,685

 

 

 

Industrials -- 8.0%

  

 

 

27,800

  

General Electric Co.

  

974,390

 

17,700

  

Pitney Bowes, Inc.

  

747,825

 

31,800

  

R.R. Donnelley & Sons Co.

  

1,087,878

 

 

 

 

  

2,810,093

 

 

 

Materials -- 6.6%

  

 

 

18,900

  

Boston Scientific Corp. (b)

  

462,861

 

15,300

  

Monsanto Co.

  

1,186,209

 

11,700

  

PPG Industries, Inc.

  

677,430

 

 

 

 

  

2,326,500

 

COMMON STOCKS -- (continued)

  

 

 

 

 

Real Estate Investment Trusts -- 2.0%

  

 

 

12,200

  

Equity Office Properties Trust

  

$ 370,026

 

9,000

  

Equity Residential Properties Trust

  

352,080

 

 

 

 

  

722,106

 

 

 

Technology -- 7.2%

  

 

 

9,300

  

Automatic Data Processing, Inc.

  

426,777

 

9,700

  

First Data Corp.

  

417,197

 

18,800

  

Intel Corp.

  

469,248

 

16,000

  

Microsoft Corp.

  

418,400

 

44,800

  

Nokia Corp.

  

819,840

 

 

 

 

  

2,551,462

 

 

 

Telecommunications -- 5.5%

  

 

 

16,300

  

Alltel Corp.

  

1,028,530

 

12,400

  

AT&T, Inc.

  

303,676

 

15,000

  

Sprint Corp.

  

350,400

 

8,900

  

Verizon Communications, Inc.

  

268,068

 

 

 

 

  

1,950,674

 

 

 

Utilities -- 3.1%

  

 

 

7,500

  

Consolidated Edison, Inc.

  

347,475

 

13,300

  

Duke Energy Corp.

  

365,085

 

7,500

  

Exelon Corp.

  

398,550

 

 

 

 

  

1,111,110

 

 

 

Total Common Stocks
(Cost $29,640,929)

  

34,095,792

 

CASH EQUIVALENT -- 4.7%

  

 

 

1,663,753

  

Huntington Money Market Fund,
Interfund Shares*

  

$ 1,663,753

 

 

 

Total Cash Equivalent
(Cost $1,663,753)

  

1,663,753

 

 

 

Total Investments
(Cost $31,304,682) (a) -- 101.2%

  

35,759,545

 

 

 

Liabilities in Excess of Other
Assets -- (1.2)%

  

(422,148

)

 

 

Net Assets -- 100.0%

  

$ 35,337,397

 

Huntington VA International Equity Fund

Portfolio of Investments Summary Table (Unaudited)

December 31, 2005

Asset Allocation

    

Percentage of
Net Assets

United Kingdom

  

22.0%

Japan

  

19.9%

France

  

7.1%

Netherlands

  

5.5%

Canada

  

5.5%

Sweden

  

4.9%

Switzerland

  

4.2%

Germany

  

2.9%

Finland

  

2.9%

Singapore

  

2.4%

Spain

  

2.2%

Norway

  

2.1%

Ireland

  

1.9%

Netherlands Antilles

  

1.8%

Mexico

  

1.5%

Taiwan

  

1.4%

South Korea

  

1.3%

Hong Kong

  

1.1%

Brazil

  

0.8%

India

  

0.8%

Other Assets in Excess of Liabilities

  

7.8%
TOTAL  

100.0%

Portfolio holdings and allocations are subject to change.

Percentages are as of December 31, 2005, and are based on net assets.

Portfolio of Investments

December 31, 2005

Shares

  

 

Value

COMMON STOCKS -- 88.5%

  

 

 

   

Brazil -- 0.8%

  

 

 

 

Energy -- 0.8%

    

 

240

  

Petroleo Brasileiro SA ADR

  

$ 17,105

 

 

Canada -- 5.5%

  

 

 

 

Energy -- 1.0%

  

 

470

  

Encana Corp. ADR

  

21,225

 

 

Industrials -- 2.5%

  

 

670

  

Canadian National Railway Co.

  

53,594

 

 

Materials -- 2.0%

  

 

1,060

  

Alcan, Inc.

  

43,407

 

 

 

  

118,226

 

 

Finland -- 2.9%

  

 

 

 

Materials -- 0.9%

  

 

1,000

  

UPM Kymmene OYJ ADR

  

19,600

 

 

Technology -- 2.0%

  

 

2,300

  

Nokia OYJ ADR

  

42,090

 

 

 

  

61,690

 

 

France -- 7.1%

  

 

 

 

Consumer Staples -- 1.6%

  

 

1,640

  

Groupe Danone ADR

  

$ 34,506

 

 

Energy -- 1.9%

  

 

325

  

Total SA ADR

  

41,080

 

 

Financials -- 2.0%

  

 

1,309

  

Axa ADR

  

42,319

 

 

Utilities -- 1.6%

  

 

1,120

  

Suez SA ADR

  

34,989

 

 

 

  

152,894

 

 

Germany -- 2.9%

  

 

 

 

Consumer Discretionary -- 1.1%

  

 

85

  

Puma AG Rudolf Dassler Sport ADR

  

24,735

 

 

Technology -- 1.8%

  

 

850

  

SAP AG ADR

  

38,309

 

 

 

  

63,044

COMMON STOCKS -- (continued)

  

 

 

 

Hong Kong -- 1.1%

  

 

 

 

Financials -- 1.1%

  

 

7,800

  

Bank of East Asia Ltd. ADR

  

$ 23,590

 

 

Ireland -- 1.9%

  

 

 

 

Financials -- 1.9%

  

 

935

  

Allied Irish Banks PLC ADR

  

40,168

 

 

Japan -- 18.3%

  

 

 

 

Consumer Discretionary -- 6.9%

  

 

501

  

Canon, Inc. ADR

  

29,474

1,710

  

Honda Motor Co., LTD. ADR

  

49,538

1,790

  

Matsushita Electric Industrial Co. Ltd. ADR

  

34,690

1,920

  

Shiseido Co. Ltd. ADR

  

35,787

 

 

 

  

149,489

 

 

Electronics -- 2.2%

  

 

3,075

  

Sharp Corp. ADR

  

46,738

 

 

Financials -- 2.2%

  

 

3,458

  

Mitsubishi UFJ Financial Group, Inc.

  

47,340

 

 

Health Care -- 2.0%

  

 

100

  

Eisai Co. Ltd.

  

4,198

450

  

Eisai Co., Ltd. ADR

  

18,872

700

  

Terumo Corp.

  

20,718

 

 

 

  

43,788

 

 

Industrials -- 3.8%

  

 

650

  

Komatsu Ltd. ADR

  

42,978

370

  

Secom Co., Ltd. ADR

  

38,683

 

 

 

  

81,661

 

 

Utilities -- 1.2%

  

 

1,100

  

The Tokyo Electric Power Co., Inc.

  

26,726

 

 

 

  

395,742

 

 

Mexico -- 1.5%

  

 

 

 

Materials -- 1.5%

  

 

553

  

Cemex SA ADR

  

32,809

 

 

Netherlands -- 5.5%

  

 

 

 

Consumer Discretionary -- 2.8%

  

 

1,708

  

ING Group NV ADR

  

59,472

 

 

Industrials -- 2.7%

  

 

1,895

  

TNT NV ADR

  

59,276

 

 

 

  

118,748

 

 

Netherlands Antilles -- 1.8%

  

 

 

 

Energy -- 1.8%

  

 

410

  

Schlumberger Ltd. ADR

  

39,832

 

 

Norway -- 2.1%

  

 

 

 

Telecommunications -- 2.1%

  

 

4,632

  

Telenor ASA

  

45,500

 

 

Singapore -- 2.4%

  

 

 

 

Telecommunications -- 2.4%

  

 

3,364

  

Singapore Telecommunications Ltd. ADR

  

52,803

 

  

Spain -- 2.2%

  

 

 

 

Financials -- 0.5%

  

 

550

  

Banco Bilbao Vizcaya SA ADR

  

9,818

 

 

Telecommunications -- 1.7%

  

 

824

  

Telefonica SA ADR

  

37,096

 

 

 

  

46,914

 

 

Sweden -- 4.9%

  

 

 

 

Consumer Discretionary -- 1.7%

  

 

725

  

Electrolux AB, Series B ADR

  

$ 37,623

 

 

Financials -- 3.2%

  

 

2,500

  

ForeningsSparbanken AB

  

68,177

 

 

 

  

105,800

 

 

Switzerland -- 4.2%

  

 

 

 

Health Care -- 2.6%

  

 

1,040

  

Novartis AG ADR

  

54,580

 

 

Materials -- 1.6%

  

 

1,430

  

Syngenta AG ADR

  

35,621

 

 

 

  

90,201

 

 

Taiwan -- 1.4%

  

 

 

 

Technology -- 1.4%

  

 

3,000

  

Taiwan Semiconductor
Manufacturing Co. Ltd.

  

29,730

 

 

United Kingdom -- 22.0%

  

 

 

 

Consumer Discretionary -- 2.3%

  

 

4,150

  

Pearson PLC ADR

  

49,261

 

 

Consumer Staples -- 5.5%

  

 

1,317

  

Boots Group PLC ADR

  

27,357

1,243

  

Cadbury Schweppes PLC ADR

  

47,593

2,474

  

Tesco PLC ADR

  

42,239

 

 

 

  

117,189

 

 

Energy -- 2.6%

  

 

450

  

BG Group PLC ADR

  

22,352

535

  

BP Amoco PLC ADR

  

34,357

 

 

 

  

56,709

 

 

Financials -- 2.1%

  

 

1,097

  

Barclays PLC ADR

  

46,162

 

 

Health Care -- 2.4%

  

 

1,045

  

GlaxoSmithKline PLC ADR

  

52,752

 

 

Industrials -- 3.7%

  

 

746

  

Bunzl PLC ADR

  

39,985

1,915

  

Tomkins PLC ADR

  

39,468

 

 

 

  

79,453

 

 

Materials -- 2.2%

  

 

265

  

Rio Tinto PLC ADR

  

48,439

 

  

Utilities -- 1.2%

  

 

1,525

  

Scottish & Southern Energy PLC ADR

  

26,547

 

 

 

  

476,512

 

 

Total Common Stocks (Cost $1,684,188)

  

1,911,308

MUTUAL FUNDS -- 3.7%

  

 

 

 

India -- 0.8%

  

 

 

 

Management Investment
Operation -- 0.8%

  

 

453

  

Morgan Stanley India Investment Fund

  

16,920

 

 

Japan -- 1.6%

  

 

 

 

Management Investment
Operation -- 1.6%

  

 

2,700

  

iShares MSCI Japan Index Fund

  

36,450

MUTUAL FUNDS -- (continued)

  

 

 

 

South Korea -- 1.3%

  

 

 

 

Management Investment
Operation -- 1.3%

  

 

615

  

iShares MSCI, South Korea Index Fund

  

$ 27,435

 

 

Total Mutual Funds (Cost $68,851)

  

80,805

 

 

Total Investments
(Cost $1,753,039) (a) -- 92.2%

  

1,992,113

 

 

Other Assets in Excess of
Liabilities -- 7.8%

  

168,502

 

 

Net Assets -- 100.0%

  

$ 2,160,615

Huntington VA Macro 100 Fund

Portfolio of Investments Summary Table (Unaudited)

December 31, 2005

Asset Allocation

    

Percentage of
Net Assets

Technology

  

34.4%

Financials

  

19.0%

Consumer Discretionary

  

17.5%

Industrials

  

10.7%

Consumer Staples

  

5.7%

Cash1

  

4.3%

Health Care

  

3.8%

Materials

  

2.9%

Telecommunications

  

1.7%

TOTAL

  

100.0%

Portfolio holdings and allocations are subject to change.

Percentages are as of December 31, 2005, and are based on net assets.

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

December 31, 2005

Shares

  

 

Value

 

COMMON STOCKS -- 95.7%

  

 

 

 

 

Consumer Discretionary -- 17.5%

  

 

 

900

    

3M Co.

   

$ 69,750

 

3,600

  

AutoNation, Inc. (b)

  

78,228

 

800

  

AutoZone, Inc. (b)

  

73,400

 

1,800

  

Bed Bath & Beyond, Inc. (b)

  

65,070

 

2,300

  

Darden Restaurants, Inc.

  

89,424

 

1,800

  

Ebay, Inc. (b)

  

77,850

 

1,700

  

Genuine Parts Co.

  

74,664

 

3,100

  

Hilton Hotels Corp.

  

74,741

 

1,900

  

Home Depot, Inc.

  

76,912

 

3,400

  

Limited Brands, Inc.

  

75,990

 

1,800

  

Liz Claiborne, Inc.

  

64,476

 

1,100

  

Lowe’s Cos., Inc.

  

73,326

 

1,300

  

Reebok International Ltd.

  

75,699

 

2,700

  

Starbucks Corp. (b)

  

81,027

 

3,200

  

TJX Companies, Inc.

  

74,336

 

1,800

  

UST, Inc.

  

73,494

 

1,600

  

Wendy’s International, Inc.

  

88,416

 

1,400

  

YUM! Brands, Inc.

  

65,632

 

 

 

 

  

1,352,435

 

 

 

Consumer Staples -- 5.7%

  

 

 

1,200

  

Brown-Forman Corp.

  

83,184

 

3,500

  

Coca-Cola Enterprises, Inc.

  

67,095

 

2,900

  

Constellation Brands, Inc. (b)

  

76,067

 

2,400

  

Pepsi Bottling Group, Inc.

  

68,664

 

800

  

Reynolds American, Inc.

  

76,264

 

3,200

  

Staples, Inc.

  

72,672

 

 

 

 

  

443,946

 

 

 

Financials -- 19.0%

  

 

 

600

  

Bear Stearns Companies, Inc.

  

$ 69,318

 

900

  

Capital One Financial Corp.

  

77,760

 

1,600

  

Compass Bancshares, Inc.

  

77,264

 

2,200

  

Countrywide Credit Industries, Inc.

  

75,218

 

4,000

  

E*Trade Group, Inc. (b)

  

83,440

 

2,000

  

First Horizon National Corp.

  

76,880

 

800

  

Franklin Resources, Inc.

  

75,208

 

1,100

  

Golden West Financial Corp.

  

72,600

 

600

  

Goldman Sachs Group, Inc.

  

76,626

 

600

  

Lehman Brothers Holdings, Inc.

  

76,902

 

1,700

  

Marshall & Ilsley Corp.

  

73,168

 

1,100

  

Merrill Lynch & Co., Inc.

  

74,503

 

1,400

  

Moody’s Corp.

  

85,988

 

1,300

  

Morgan Stanley

  

73,762

 

1,800

  

Principal Financial Group

  

85,374

 

1,600

  

SLM Corp.

  

88,144

 

1,100

  

T. Rowe Price Group, Inc.

  

79,233

 

4,900

  

The Charles Schwab Corp.

  

71,883

 

1,500

  

Wachovia Corp.

  

79,290

 

 

 

 

  

1,472,561

 

 

 

Health Care -- 3.8%

  

 

 

800

  

Bausch & Lomb, Inc.

  

54,320

 

1,500

  

Caremark Rx, Inc. (b)

  

77,685

 

1,100

  

Express Scripts, Inc. (b)

  

92,180

 

2,300

  

Thermo Electron Corp. (b)

  

69,299

 

 

 

 

  

293,484

 

COMMON STOCKS -- (continued)

  

 

 

 

 

Industrials -- 10.7%

  

 

 

1,300

  

Avery Dennison Corp.

  

$ 71,851

 

1,400

  

Danaher Corp.

  

78,092

 

1,800

  

Dover Corp.

  

72,882

 

1,100

  

Eaton Corp.

  

73,799

 

1,900

  

Ingersoll Rand Co.

  

76,703

 

600

  

ITT Industries, Inc.

  

61,692

 

2,700

  

Pall Corp.

  

72,522

 

1,500

  

Parker Hannifin Corp.

  

98,940

 

1,700

  

Pitney Bowes, Inc.

  

71,825

 

1,300

  

Rockwell International Corp.

  

76,908

 

1,000

  

Textron, Inc.

  

76,980

 

 

 

 

  

832,194

 

 

 

Materials -- 2.9%

  

 

 

1,500

  

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

  

80,700

 

1,600

  

Sherwin-Williams Co.

  

72,672

 

1,000

  

Vulcan Materials Co.

  

67,750

 

 

 

 

  

221,122

 

 

 

Technology -- 34.4%

  

 

 

2,400

  

Adobe Systems, Inc.

  

88,704

 

2,900

  

Advanced Micro Devices, Inc. (b)

  

88,740

 

1,400

  

Affiliated Computer Services, Inc. (b)

  

82,852

 

3,800

  

Altera Corp. (b)

  

70,414

 

2,000

  

Analog Devices, Inc.

  

71,740

 

6,100

  

Andrew Corporation (b)

  

65,453

 

21,100

  

Applied Micro Circuits Corp. (b)

  

54,227

 

1,600

  

Autodesk, Inc.

  

68,720

 

3,500

  

BMC Software, Inc. (b)

  

71,715

 

1,500

  

Broadcom Corp., Class A (b)

  

70,725

 

24,100

  

Ciena Corp. (b)

  

71,577

 

2,900

  

Citrix Systems, Inc. (b)

  

83,462

 

2,600

  

Computer Associates International, Inc.

  

73,294

 

8,400

  

Compuware Corp. (b)

  

75,348

 

2,700

  

Comverse Technology, Inc. (b)

  

71,793

 

1,300

  

Electronic Arts, Inc. (b)

  

68,003

 

1,100

  

Fisher Scientific International, Inc. (b)

  

68,046

 

1,600

  

Intuit, Inc. (b)

  

85,280

 

2,300

  

Jabil Circuit, Inc. (b)

  

85,307

 

32,400

  

JDS Uniphase Corp. (b)

  

76,464

 

1,900

  

Linear Technology Corp.

  

68,533

 

1,700

  

Maxim Integrated Products, Inc.

  

61,608

 

 

 

Technology -- (continued)

  

 

 

2,200

  

Mercury Interactive Corp. (b)

  

$ 61,138

 

2,800

  

National Semiconductor Corp.

  

72,744

 

9,100

  

Novell, Inc. (b)

  

80,353

 

6,000

  

Oracle Corp. (b)

  

73,260

 

10,100

  

Parametric Technology Corp. (b)

  

61,610

 

8,100

  

PMC-Sierra, Inc. (b)

  

62,451

 

2,100

  

QLogic Corp. (b)

  

68,271

 

1,600

  

Qualcomm, Inc.

  

68,928

 

2,100

  

Scientific-Atlanta, Inc.

  

90,447

 

6,600

  

Siebel Systems, Inc.

  

69,828

 

3,100

  

Symantec Corp. (b)

  

54,250

 

2,800

  

Tektronix, Inc.

  

78,988

 

10,300

  

Unisys Corp. (b)

  

60,049

 

2,600

  

Xilinx, Inc.

  

65,546

 

2,100

  

Yahoo, Inc. (b)

  

82,278

 

 

 

 

  

2,672,146

 

 

 

Telecommunications -- 1.7%

  

 

 

6,100

  

Avaya, Inc. (b)

  

65,087

 

2,802

  

Sprint Corp.

  

65,455

 

 

 

 

  

130,542

 

 

 

Total Common Stocks (Cost $6,815,438)

  

7,418,430

 

CASH EQUIVALENT -- 4.3%

  

 

 

332,180

  

Huntington Money Market Fund,
Interfund Shares*

  

332,180

 

 

 

Total Cash Equivalent (Cost $332,180)

  

332,180

 

 

 

Total Investments
(Cost $7,147,618) (a) -- 100.0%

  

7,750,610

 

 

 

Liabilities in Excess of
Other Assets -- 0.0%

  

(1,815

)

 

 

Net Assets -- 100.0%

  

$ 7,748,795

 

Huntington VA Mid Corp America Fund

Portfolio of Investments Summary Table (Unaudited)

December 31, 2005

Asset Allocation

    

Percentage of
Net Assets

Cash1

  

13.5%

Consumer Discretionary

  

13.3%

Financials

  

13.2%

Health Care

  

12.4%

Technology

  

11.5%

Industrials

  

10.0%

Energy

  

9.5%

Materials

  

5.7%

Exchange Traded Funds

  

4.1%

Utilities

  

4.1%

Consumer Staples

  

2.4%

Other Investments (Collateral for Securities Lending)

  

1.2%

Telecommunications

  

0.2%

Liabilities in Excess of Other Assets

  

(1.1)%

TOTAL

  

100.0 %

Portfolio holdings and allocations are subject to change.

Percentages are as of December 31, 2005, and are based on net assets.

1 Investments in an affiliated money market fund.

Portfolio of Investments

December 31, 2005

Shares

  

 

Value

   

COMMON STOCKS -- 82.3%

  

 

 

 

 

Consumer Discretionary -- 13.3%

  

 

 

2,349

    

Abercrombie & Fitch Co., Class A

    

$ 153,108

  

4,350

  

AnnTaylor Stores Corp. (b)

  

150,162

  

4,200

  

Beazer Homes USA, Inc. (c)

  

305,928

  

1,900

  

BorgWarner, Inc.

  

115,197

  

1,400

  

Boyd Gaming Corp.

  

66,724

  

2,000

  

Brunswick Corp.

  

81,320

  

500

  

Career Education Corp. (b)

  

16,860

  

2,000

  

Centex Corp.

  

142,980

  

1,087

  

Cooper Tire & Rubber Co.

  

16,653

  

700

  

Cummins Engine, Inc.

  

62,811

  

4,000

  

D. R. Horton, Inc.

  

142,920

  

1,000

  

Dollar General Corp.

  

19,070

  

700

  

Dorel Industries, CL B (b)

  

16,660

  

545

  

Fidelity National Title Group, Inc., Class A

  

13,271

  

2,000

  

Hanover Insurance Group, Inc.

  

83,540

  

600

  

Harman International Industries, Inc.

  

58,710

  

400

  

Hilton Hotels Corp.

  

9,644

  

300

  

Hovnanian Enterprises (b)

  

14,892

  

700

  

Intrawest Corp.

  

20,265

  

700

  

Leggett & Platt, Inc.

  

16,072

  

400

  

Lennar Corp.

  

24,408

  

3,444

  

Liz Claiborne, Inc.

  

123,364

  

3,100

  

Mohawk Industries, Inc. (b)

  

269,638

  

3,300

  

NBTY, Inc. (b)

  

53,625

  

4,358

  

Nordstrom, Inc.

  

162,989

  

1,000

  

Pacific Sunwear of California, Inc. (b)

  

24,920

  

 

 

Consumer Discretionary -- (continued)

  

 

 

700

  

Polo Ralph Lauren Corp.

  

$ 39,298

  

7,844

  

Pulte Homes, Inc.

  

308,739

  

2,300

  

Reebok International Ltd.

  

133,929

  

4,482

  

Royal Caribbean Cruises Ltd.

  

201,959

  

1,678

  

Ruby Tuesday, Inc.

  

43,443

  

3,300

  

Sonic Automotives, Inc.

  

73,524

  

900

  

Starwood Hotels & Resorts Worldwide, Inc.

  

57,474

  

700

  

Stein Mart, Inc.

  

12,705

  

700

  

Technical Olympic USA, Inc.

  

14,763

  

1,493

  

The Stanley Works

  

71,724

  

700

  

The Warnaco Group, Inc. (b)

  

18,704

  

1,400

  

UniFirst Corp.

  

43,540

  

1,030

  

Whirlpool Corp.

  

86,273

  

1,000

  

Wolverine World Wide, Inc.

  

22,460

  

3,400

  

Zales Corp. (b)

  

85,510

  

 

 

 

  

3,379,776

  

 

 

Consumer Staples -- 2.4%

  

 

 

3,730

  

Church & Dwight Co., Inc.

  

123,203

  

2,600

  

Constellation Brands, Inc. (b)

  

68,198

  

1,660

  

Molson Coors Brewing Co., Class B

  

111,203

  

2,111

  

Ralcorp Holding, Inc. (b)

  

84,250

  

2,200

  

Smithfield Foods, Inc. (b)

  

67,320

  

2,600

  

Spectrum Brands, Inc. (b)

  

52,806

  

1,934

  

SUPERVALU, Inc.

  

62,816

  

2,770

  

Tyson Foods, Inc., Class A

  

47,367

  

 

 

 

  

617,163

  

COMMON STOCKS -- (continued)

  

 

 

 

 

Energy -- 9.5%

  

 

 

3,356

  

Apache Corp.

  

$ 229,953

  

100

  

Baker Hughes, Inc.

  

6,078

  

300

  

BJ Services Co.

  

11,001

  

13,058

  

Chesapeake Energy Corp.

  

414,330

  

7,014

  

Devon Energy Corp.

  

438,656

  

1,400

  

Forest Oil Corp. (b)

  

63,798

  

1,700

  

Helmerich & Payne, Inc.

  

105,247

  

2,400

  

Murphy Oil Corp.

  

129,576

  

100

  

National Oilwell Vargo, Inc. (b)

  

6,270

  

8,084

  

Noble Energy, Inc.

  

325,785

  

200

  

PATTERSON-UTI Energy, Inc.

  

6,590

  

100

  

Peabody Energy Corp.

  

8,242

  

300

  

Smith International, Inc.

  

11,133

  

1,300

  

Suncor Energy, Inc. ADR

  

82,069

  

100

  

Sunoco, Inc.

  

7,838

  

1,743

  

Unit Corp. (b)

  

95,917

  

3,300

  

Vintage Petroleum, Inc.

  

175,989

  

7,214

  

Weatherford International, Inc. (b)

  

261,147

  

200

  

XTO Energy, Inc.

  

8,788

  

 

 

 

  

2,388,407

  

 

 

Financials -- 13.2%

  

 

 

3,350

  

Allied Capital Corp. (c)

  

98,390

  

2,100

  

AMBAC Financial Group, Inc.

  

161,826

  

1,400

  

Amcore Financial, Inc.

  

42,574

  

3,084

  

AmeriCredit Corp. (b)

  

79,043

  

2,500

  

BancorpSouth, Inc.

  

55,175

  

1,337

  

Bear Stearns Companies, Inc.

  

154,464

  

2,266

  

BOK Financial Corp.

  

102,944

  

2,700

  

Chittenden Corp.

  

75,087

  

600

  

Cit Group, Inc.

  

31,068

  

3,159

  

City National Corp.

  

228,838

  

3,621

  

Compass Bancshares, Inc.

  

174,858

  

3,117

  

Fidelity National Financial, Inc.

  

114,674

  

2,900

  

First American Financial Corp.

  

131,370

  

4,832

  

First Horizon National Corp.

  

185,742

  

2,000

  

FirstMerit Corp.

  

51,820

  

1,068

  

Fulton Financial Corp.

  

18,797

  

800

  

Genworth Financial Inc.

  

27,664

  

2,767

  

Legg Mason, Inc.

  

331,182

  

1,700

  

M & T Bank Corp.

  

185,385

  

3,140

  

MoneyGram International, Inc.

  

81,891

  

2,630

  

Nationwide Financial Services, Inc.

  

115,720

  

533

  

New York Community Bancorp, Inc.

  

8,805

  

5,949

  

Old Republic International Corp.

  

156,221

  

2,743

  

PMI Group, Inc.

  

112,655

  

3,723

  

Protective Life Corp.

  

162,956

  

400

  

T. Rowe Price Group, Inc.

  

28,812

  

2,964

  

TCF Financial Corp.

  

80,443

  

1,323

  

TD Banknorth, Inc.

  

38,433

  

3,227

  

Torchmark Corp.

  

179,421

  

634

  

Toronto-Dominion Bank

  

33,412

  

2,500

  

Wilmington Trust Corp.

  

97,275

  

 

 

 

  

3,346,945

  

 

 

 

  

 

 

 

 

Health Care -- 12.4%

  

 

 

6,000

  

AmerisourceBergen Corp.

  

$ 248,400

  

3,385

  

Barr Laboratories, Inc. (b)

  

210,852

  

974

  

Caremark Rx, Inc. (b)

  

50,443

  

1,186

  

Cephalon, Inc. (b)

  

76,782

  

4,900

  

Coventry Health Care, Inc. (b)

  

279,104

  

400

  

Dentsply International, Inc.

  

21,476

  

1,200

  

Health Management Associates, Inc.

  

26,352

  

1,470

  

Hillenbrand Industries, Inc.

  

72,633

  

3,278

  

Invitrogen Corp. (b)

  

218,446

  

3,533

  

Lincare Holdings, Inc. (b)

  

148,068

  

6,352

  

Mylan Laboratories, Inc.

  

126,786

  

7,000

  

Omnicare, Inc.

  

400,539

  

2,620

  

Owens & Minor, Inc.

  

72,129

  

4,500

  

Pediatrix Medical Group, Inc. (b)

  

398,564

  

2,550

  

Renal Care Group, Inc. (b)

  

120,641

  

6,100

  

Respironics, Inc. (b)

  

226,127

  

3,689

  

Thermo Electron Corp. (b)

  

111,150

  

2,900

  

Viasys Healthcare, Inc. (b)

  

74,530

  

7,500

  

Watson Pharmaceutical, Inc. (b)

  

243,825

  

 

 

 

  

3,126,847

  

 

 

Industrials -- 10.0%

  

 

 

1,675

  

Alliant Techsystems, Inc. (b)

  

127,585

  

300

  

Avery Dennison Corp.

  

16,581

  

2,900

  

Banta Corp.

  

144,420

  

700

  

Chaparral Steel (b)

  

21,175

  

2,656

  

Cooper Industries Ltd., Class A

  

193,888

  

4,100

  

Elbit Systems Ltd.

  

100,901

  

1,300

  

G & K Services, Inc., Class A

  

51,025

  

4,200

  

Griffon Corp. (b)

  

100,002

  

3,238

  

Insituform Technologies, Inc., Class A (b)

  

62,720

  

3,019

  

Kennametal, Inc.

  

154,090

  

4,759

  

L-3 Communications Corp.

  

353,831

  

3,152

  

NCO Group, Inc. (b)

  

53,332

  

2,600

  

Oshkosh Truck Corp.

  

115,934

  

4,379

  

Pall Corp.

  

117,620

  

2,336

  

Parker Hannifin Corp.

  

154,083

  

3,800

  

Precision Castparts Corp.

  

196,878

  

1,000

  

R.R. Donnelley & Sons Co.

  

34,210

  

300

  

Rockwell International Corp.

  

17,748

  

1,600

  

Ryder System, Inc.

  

65,632

  

984

  

Tecumseh Products Co., Class A

  

22,543

  

3,421

  

Teleflex, Inc.

  

222,297

  

1,100

  

Textron, Inc.

  

84,678

  

2,400

  

Thomas & Betts Corp. (b)

  

100,704

  

 

 

 

  

2,511,877

  

 

 

Materials -- 5.7%

  

 

 

3,300

  

Albemarle Corp.

  

126,555

  

4,300

  

AptarGroup, Inc.

  

224,460

  

600

  

Ball Corp.

  

23,832

  

3,000

  

Bemis Co.

  

83,580

  

5,000

  

Cytec Industries, Inc.

  

238,150

  

1,031

  

Eagle Materials, Inc.

  

126,153

  

COMMON STOCKS -- (continued)

  

 

 

 

 

Materials -- (continued)

  

 

 

900

  

Ferro Corp.

  

$ 16,884

  

5,000

  

FMC Corp. (b)

  

265,850

  

700

  

Lafarge North America Corp.

  

38,514

  

1,960

  

Lubrizol Corp.

  

85,123

  

1,100

  

Minerals Technologies, Inc.

  

61,479

  

1,300

  

Pactiv Corp. (b)

  

28,600

  

800

  

Schnitzer Steel Industries, Inc.

  

24,472

  

700

  

Texas Industries, Inc.

  

34,888

  

1,400

  

The Scotts Co.

  

63,336

  

 

 

 

  

1,441,876

  

 

 

Technology -- 11.5%

  

 

 

14,354

  

Activision, Inc. (b)

  

197,224

  

1,459

  

Affiliated Computer Services, Inc. (b)

  

86,344

  

700

  

Amdocs, Ltd. (b)

  

19,250

  

26

  

Avid Technology, Inc. (b)

  

1,424

  

150

  

Benchmark Electronics, Inc. (b)

  

5,045

  

2,600

  

Cognos, Inc. (b)

  

90,246

  

1,540

  

Coherent, Inc. (b)

  

45,707

  

1,900

  

Electronic Arts, Inc. (b)

  

99,389

  

600

  

Fiserv, Inc. (b)

  

25,962

  

2,312

  

Fisher Scientific International, Inc. (b)

  

143,020

  

976

  

FLIR Systems, Inc. (b)

  

21,794

  

5,410

  

Forrester Research, Inc. (b)

  

101,438

  

400

  

Genzyme Corp. (b)

  

28,312

  

3,700

  

Harris Corp.

  

159,137

  

2,878

  

Imation Corp.

  

132,589

  

700

  

Interactive Data Corp.

  

15,897

  

4,500

  

Intergraph Corp. (b)

  

224,144

  

2,792

  

International Rectifier Corp. (b)

  

89,065

  

700

  

Intuit, Inc. (b)

  

37,310

  

600

  

Jabil Circuit, Inc. (b)

  

22,254

  

3,200

  

JDA Software Group, Inc. (b)

  

54,432

  

600

  

Microchip Technology, Inc.

  

19,290

  

600

  

Molex, Inc.

  

15,570

  

2,748

  

NCR Corp. (b)

  

93,267

  

1,600

  

Novell, Inc. (b)

  

14,128

  

600

  

NVIDIA Corp. (b)

  

21,936

  

6,168

  

Paxar Corp. (b)

  

121,078

  

2,140

  

Progress Software Corp. (b)

  

60,733

  

898

  

SafeNet, Inc. (b)

  

28,934

  

4,100

  

Sandisk Corp. (b)

  

257,561

  

3,928

  

Scientific-Atlanta, Inc.

  

169,179

  

3,800

  

Sybase, Inc. (b)

  

83,068

  

10,800

  

Symantec Corp. (b)

  

189,000

  

1,700

  

Symmetricom, Inc. (b)

  

14,399

  

1,907

  

Tektronix, Inc.

  

53,796

  

1,050

  

THQ, Inc. (b)

  

25,043

  

2,050

  

Trimble Navigation Ltd. (b)

  

72,755

  

1,117

  

Varian Semiconductor Equipment Associates, Inc. (b)

  

49,070

  

 

 

 

  

2,888,790

  

Shares or
Principal
Amount

  

 

Value

  

 

 

Telecommunications -- 0.2%

  

 

 

1,407

  

CenturyTel, Inc.

  

$ 46,656

  

 

 

Utilities -- 4.1%

  

 

 

2,200

  

AGL Resources, Inc.

  

76,582

  

1,296

  

Allete, Inc.

  

57,024

  

2,300

  

Atmos Energy Corp.

  

60,168

  

1,700

  

Constellation Energy Group

  

97,920

  

3,691

  

Energy East Corp.

  

84,155

  

700

  

KeySpan Corp.

  

24,983

  

4,321

  

MDU Resources Group, Inc.

  

141,470

  

2,900

  

National Fuel Gas Co.

  

90,451

  

1,200

  

New Jersey Resources Corp.

  

50,268

  

4,664

  

Questar Corp.

  

353,064

  

 

 

 

  

1,036,085

  

 

 

Total Common Stocks
(Cost $14,944,384)

  

20,784,422

  

MUTUAL FUNDS -- 4.1%

  

 

 

 

 

Exchange Traded Funds -- 4.1%

  

 

 

7,200

  

iShares S&P Midcap 400

  

531,360

  

3,652

  

MidCap SPDR Trust Series 1
Index Fund

  

491,632

  

 

 

Total Mutual Funds (Cost $688,326)

  

1,022,992

  

CASH EQUIVALENT -- 13.5%

  

 

 

3,393,896

  

Huntington Money Market Fund, Interfund Shares*

  

3,393,896

  

 

 

Total Cash Equivalent
(Cost $3,393,896)

  

3,393,896

  

SHORT-TERM SECURITIES HELD AS COLLATERAL FOR SECURITIES
LENDING -- 1.2%

  

 

 

 

 

Commercial Paper -- 0.2%

  

 

 

$ 8,925

  

Bank of America Corp.,
4.213%, 1/31/06

  

8,925

  

5,210

  

Cafco LLC, 4.220%, 1/25/06

  

5,210

  

3,026

  

Cafco LLC, 4.220%, 1/26/06

  

3,026

  

4,836

  

CRC Funding LLC, 4.220%, 1/25/06

  

4,836

  

7,426

  

Curzon Funding LLC,
4.240%, 1/27/06

  

7,426

  

8,928

  

Park Granada LLC, 4.340%, 1/5/06

  

8,928

  

12,511

  

Three Pillars Fund 4-2 144A,
4.300%, 1/11/06

  

12,511

  

7,301

  

Three Pillars Fund 4-2 144A,
4.310%, 1/17/06

  

7,301

  

 

 

 

  

58,163

  

 

 

Mutual Funds -- 0.0%

  

 

 

14,887

  

JPMorgan & Co., Inc.

  

14,887

  

218

  

JPMorgan Institutional Prime
Money Market

  

218

  

 

 

 

  

15,105

  

Principal
Amount

Value

 

SHORT-TERM SECURITIES HELD AS COLLATERAL FOR SECURITIES
LENDING -- (continued)

  

 

 

 

 

Repurchase Agreements -- 0.3%

  

 

 

$ 29,775

  

JPMorgan Securities, 4.300%, dated 12/30/05, due 1/3/06, repurchase price $29,789 (Fully collateralized by U.S. Government Agencies and Mortgage Securities)

  

$ 29,775

 

5,959

  

Morgan Stanley Dean Witter & Co., 4.270%, dated 12/30/05, due 1/3/06, repurchase price $5,972 (Fully collateralized by U.S. Government Agencies and Mortgage Securities)

  

5,969

 

30,670

  

UBS Warburg Securities, 4.300%, dated 12/30/05, due 1/3/06, repurchase price $30,685 (Fully collateralized by U.S. Government Agencies and Mortgage Securities.)

  

30,670

 

 

 

 

  

66,414

 

 

 

Variable Rate Obligations -- 0.7%

  

 

 

4,462

  

Arran Funding Ltd., 4.460%, 2/15/06

  

4,462

 

14,882

  

Bankone Class A 2004-4,
4.410%, 1/17/06

  

14,882

 

8,923

  

Bankone ISS Trust 2003-1,
4.420%, 1/17/06

  

8,923

 

4,774

  

Chase CCC Trust 2004-2, Class C, 4.410%, 1/17/06

  

4,774

 

14,882

  

Chase CCC Trust 2004-2, Class C, 4.410%, 1/17/06

  

14,882

 

7,426

  

Chase CCMT 2001-2, Class A,
4.420%, 1/17/06

  

7,426

 

12,792

  

Chase CCOT 2001-1, Class A,
4.420%, 1/17/06

  

12,792

 

8,216

  

Daimler Chrysler Master OT, 2003, Class A, 4.420%, 1/17/06

  

8,216

 

7,426

  

Deutsche Bank, 4.380%, 1/3/06

  

7,426

 

 

 

Variable Rate Obligations -- (continued)

  

 

 

$ 8,018

  

Discover CMT I 2001-2,
4.420%, 1/17/06

  

$ 8,018

 

2,815

  

General Electric Capital Corp.,
4.150%, 7/15/06

  

2,815

 

4,805

  

General Electric Capital Corp.,
4.500%, 7/15/06

  

4,805

 

5,959

  

General Electric Capital Corp.,
4.500%, 7/15/06

  

5,959

 

4,462

  

General Electric Capital Corp.,
4.400%, 1/3/06

  

4,462

 

14,887

  

HBOS Treasury Services PLC,
4.550%, 3/30/06

  

14,887

 

11,918

  

Merrill Lynch & Co., Inc.,
4.520%, 3/15/06

  

11,918

 

7,426

  

Merrill Lynch & Co., Inc.,
4.380%, 1/3/06

  

7,426

 

6,552

  

Royal Bank of Scotland,
4.500%, 3/21/06

  

6,552

 

7,434

  

Santander Central Hispano,
4.190%, 1/23/06

  

7,434

 

7,426

  

Santander Central Hispano,
4.200%, 1/23/06

  

7,426

 

6,833

  

World Savings Bank, FSB,
4.370%, 1/19/06

  

6,833

 

 

 

 

  

172,318

 

 

 

Total Short-Term Securities Held as Collateral for Securities Lending (Cost $312,000)

  

312,000

 

 

 

Total Investments
(Cost $19,338,606) (a) -- 101.1%

  

25,513,310

 

 

 

Other Assets in Excess of
Liabilities -- (1.1)%

  

(298,784

)

 

 

Net Assets -- 100.0%

  

$ 25,214,526

 

Huntington VA New Economy Fund

Portfolio of Investments Summary Table (Unaudited)

December 31, 2005

Asset Allocation

    

Percentage of
Net Assets

Consumer Discretionary

  

17.6%

Health Care

  

16.0%

Industrials

  

14.7%

Technology

  

13.6%

Financials

  

9.5%

Energy

  

8.8%

Cash1

  

6.3%

Materials

  

5.4%

Telecommunications

  

2.9%

Consumer Staples

  

2.6%

Utilities

  

2.6%

TOTAL

  

100.0 %

Portfolio holdings and allocations are subject to change.

Percentages are as of December 31, 2005, and are based on net assets.

1 Investments in an affiliated money market fund.

Portfolio of Investments

December 31, 2005

Shares

Value

COMMON STOCKS -- 93.7%

    

 

 

   

Consumer Discretionary -- 17.6%

  

 

3,500

  

AAR Corp. (b)

  

$ 83,825

2,800

  

Adesa, Inc.

  

68,376

4,400

  

Alderwoods Group, Inc. (b)

  

69,828

1,200

  

Alliance Atlantis
Communications, Inc. (b)

  

34,500

520

  

Autoliv, Inc.

  

23,618

307

  

AutoNation, Inc. (b)

  

6,671

750

  

Barnes & Noble, Inc.

  

32,003

200

  

Black & Decker Corp.

  

17,392

725

  

Brookfield Asset Management, Inc.

  

36,489

1,050

  

Bunge Ltd.

  

59,441

800

  

Burlington Coat Factory
Warehouse Corp.

  

32,168

1,200

  

Burlington Northern Santa Fe Corp.

  

84,984

2,700

  

Canwest Global Comm Corp. (b)

  

22,275

2,900

  

Casey’s General Stores, Inc.

  

71,920

580

  

Centex Corp.

  

41,464

2,100

  

Chiquita Brands International, Inc.

  

42,021

1,250

  

Circuit City Stores, Inc.

  

28,238

480

  

Coach, Inc. (b)

  

16,003

1,400

  

D. R. Horton, Inc.

  

50,022

2,700

  

Donegal Group, Inc., Class A

  

62,748

58

  

Fidelity National Title Group, Inc.,
Class A

  

1,412

354

  

GameStop Corp. (b)

  

11,264

176

  

Harrah’s Entertainment, Inc.

  

12,547

350

  

Hovnanian Enterprises (b)

  

17,374

3,700

  

Innkeepers USA Trust

  

59,200

300

  

J.C. Penney Co., Inc.

  

16,680

1,030

  

K-Swiss, Inc.

  

33,413

240

  

KB Home

  

17,438

 

 

Consumer Discretionary -- (continued)

  

 

2,000

  

Kendle International, Inc. (b)

  

$ 51,480

400

  

Lennar Corp.

  

24,408

1,400

  

Longs Drug Stores Corp.

  

50,946

152

  

M/I Schottenstein Homes, Inc.

  

6,174

210

  

MDC Holdings, Inc.

  

13,016

350

  

Meritage Corp. (b)

  

22,022

400

  

MGM Grand, Inc. (b)

  

14,668

900

  

Movie Gallery, Inc.

  

5,049

600

  

Nordstrom, Inc.

  

22,440

39

  

NVR, Inc. (b)

  

27,378

900

  

Orient-Express Hotel Ltd.

  

28,368

6,200

  

Pathmark Stores, Inc. (b)

  

61,938

900

  

Phillips-Van Heusen Corp.

  

29,160

400

  

Pulte Homes, Inc.

  

15,744

1,300

  

Quiksilver, Inc. (b)

  

17,992

200

  

Ryland Group, Inc.

  

14,426

885

  

SCP Pool Corp.

  

32,940

200

  

Sears Holdings Corp. (b)

  

23,106

820

  

Standard-Pacific Corp.

  

30,176

200

  

Starwood Hotels & Resorts
Worldwide, Inc.

  

12,772

1,468

  

Technical Olympic USA, Inc.

  

30,960

2,300

  

The Great Atlantic & Pacific Tea
Co., Inc. (b)

  

73,094

1,600

  

The Pantry, Inc. (b)

  

75,184

600

  

Toll Brothers, Inc. (b)

  

20,784

800

  

Urban Outfitters, Inc. (b)

  

20,248

700

  

Vail Resorts, Inc. (b)

  

23,121

575

  

Wci Communities, Inc. (b)

  

15,439

258

  

YUM! Brands, Inc.

  

12,095

1,300

  

Zenith National Insurance Corp.

  

59,956

 

 

 

  

1,888,398

COMMON STOCKS -- (continued)

  

 

 

 

Consumer Staples -- 2.6%

  

 

1

  

Applebee’s International, Inc.

  

$ 11

2,300

  

Archer-Daniels-Midland Co.

  

56,719

750

  

Chattem, Inc. (b)

  

27,293

1,736

  

Constellation Brands, Inc. (b)

  

45,535

1,620

  

CVS Corp.

  

42,800

570

  

Flowers Foods, Inc.

  

15,709

1,600

  

Pilgrim’s Pride Corp.

  

53,056

920

  

Ralcorp Holding, Inc. (b)

  

36,717

 

 

 

  

277,840

 

 

Energy -- 8.8%

  

 

500

  

Atwood Oceanics, Inc. (b)

  

39,015

600

  

Burlington Resources, Inc.

  

51,720

2,000

  

Chesapeake Energy Corp.

  

63,460

350

  

ConocoPhillips

  

20,363

2,300

  

Edge Petroleum Corp. (b)

  

57,293

1,500

  

Edison International

  

65,415

1,200

  

Grand Prideco, Inc. (b)

  

52,944

1,000

  

Helmerich & Payne, Inc.

  

61,910

550

  

Hydril (b)

  

34,430

2,300

  

KCS Energy, Inc. (b)

  

55,706

200

  

Marathon Oil Corp.

  

12,194

260

  

Murphy Oil Corp.

  

14,037

585

  

Occidental Petroleum Corp.

  

46,730

1,200

  

Oil States International, Inc. (b)

  

38,016

925

  

Remington Oil & Gas Corp. (b)

  

33,763

1,720

  

Todco, Class A

  

65,463

500

  

Transocean Sedco Forex, Inc. (b)

  

34,845

1,400

  

TXU Corp.

  

70,266

700

  

Unit Corp. (b)

  

38,521

800

  

Valero Energy Corp.

  

41,280

209

  

Weatherford International, Inc. (b)

  

7,562

1,004

  

XTO Energy, Inc.

  

44,116

 

 

 

  

949,049

 

 

Financials -- 9.5%

  

 

3,100

  

American Real Estate Partners LP

  

119,505

1,800

  

Capital Corp. of the West

  

58,410

1,500

  

CB Richard Ellis Group, Inc. (b)

  

88,275

1,200

  

CBL & Associates Properties, Inc.

  

47,412

2,450

  

Center Financial Corp.

  

61,642

2,500

  

CompuCredit Corp. (b)

  

96,200

1,348

  

Countrywide Credit Industries, Inc.

  

46,088

2,085

  

Credicorp Ltd.

  

47,517

335

  

Fidelity National Financial, Inc.

  

12,325

440

  

First American Financial Corp.

  

19,932

375

  

First Republic Bancorp, Inc.

  

13,879

190

  

Golden West Financial Corp.

  

12,540

1,200

  

Jones Lang LaSalle, Inc.

  

60,420

850

  

Nelnet, Inc. (b)

  

34,578

700

  

Philadelphia Consolidated
Holdings Corp. (b)

  

67,683

350

  

Progressive Corp.

  

40,873

1,100

  

Shinhan Finnancial Group Co.,
Ltd ADR

  

89,650

460

  

Sovereign Bancorp

  

9,945

 

 

Financials -- (continued)

  

 

492

  

Ventas, Inc.

  

$ 15,754

1,020

  

WFS Financial, Inc. (b)

  

77,673

 

 

 

  

1,020,301

 

 

Health Care -- 16.0%

  

 

900

  

Aetna, Inc.

  

84,879

1,900

  

Alpharma, Inc., Class A

  

54,169

510

  

Apria Healthcare Group, Inc. (b)

  

12,296

400

  

Bausch & Lomb, Inc.

  

27,160

372

  

Becton, Dickinson & Co.

  

22,350

1,200

  

Biosite, Inc. (b)

  

67,548

2,200

  

Biovail Corp.

  

52,206

587

  

Caremark Rx, Inc. (b)

  

30,401

550

  

Cerner Corp. (b)

  

50,001

3,000

  

Community Health Care, Inc. (b)

  

115,020

1,233

  

Cooper Companies, Inc.

  

63,253

585

  

Coventry Health Care, Inc. (b)

  

33,322

2,000

  

Dade Behring Holdings, Inc.

  

81,780

1,125

  

DaVita, Inc. (b)

  

56,970

280

  

Dentsply International, Inc.

  

15,033

1,565

  

Genesis Healthcare Corp. (b)

  

57,154

2,150

  

Humana, Inc. (b)

  

116,810

3,200

  

King Pharmaceuticals, Inc. (b)

  

54,144

2,900

  

Medcath Corp Com (b)

  

53,795

2,250

  

Option Care, Inc.

  

30,060

870

  

Parexel International Corp. (b)

  

17,626

524

  

Pediatrix Medical Group, Inc. (b)

  

46,411

550

  

Quest Diagnostics, Inc.

  

28,314

585

  

Renal Care Group, Inc. (b)

  

27,676

1,490

  

Sierra Health Services, Inc. (b)

  

119,139

4,300

  

Thoratec Corp. (b)

  

88,967

1,978

  

UnitedHealth Group, Inc.

  

122,912

3,600

  

Ventiv Health, Inc. (b)

  

85,032

1,300

  

Wellpoint, Inc. (b)

  

103,727

 

 

 

  

1,718,155

 

 

Industrials -- 14.7%

  

 

143

  

Albany International Corp.

  

5,171

925

  

AMERCO

  

66,646

2,500

  

Astec Industries, Inc. (b)

  

81,649

1,400

  

Canadia Pacific Railway Ltd.

  

58,730

1,938

  

Cendant Corp.

  

33,431

1,000

  

Chemed Corp.

  

49,680

1,700

  

Dollar Thrifty Automotive Group,
Inc. (b)

  

61,319

750

  

DRS Technologies, Inc.

  

38,565

1,650

  

FirstService Corp. (b)

  

42,323

530

  

Flowserve Corp. (b)

  

20,967

1,700

  

Gardner Denver, Inc. (b)

  

83,809

700

  

Genlyte Group, Inc. (b)

  

37,499

2,300

  

Hornbeck Offshore Services, Inc. (b)

  

75,210

190

  

L-3 Communications Corp.

  

14,127

2,900

  

Labor Ready, Inc. (b)

  

60,378

2,600

  

Laidlaw International, Inc.

  

60,398

1,400

  

Manitowoc Co.

  

70,308

1,500

  

McGrath Rentcorp

  

41,700

COMMON STOCKS -- (continued)

  

 

 

 

Industrials -- (continued)

  

 

1,050

  

Mobile Mini, Inc. (b)

  

$ 49,770

183

  

PACCAR, Inc.

  

12,669

1,400

  

Precision Castparts Corp.

  

72,534

1,450

  

Shaw Group, Inc. (b)

  

42,181

620

  

Simpson Manufacturing Co., Inc.

  

22,537

1,200

  

Teledyne Technologies, Inc. (b)

  

34,920

800

  

Terex Corp. (b)

  

47,520

1,000

  

Timken Co.

  

32,020

1,700

  

Trinity Industries, Inc.

  

74,919

1,200

  

Universal Forest Products, Inc.

  

66,300

1,540

  

USG Corp. (b)

  

100,099

880

  

Washington Group International, Inc.

  

46,614

1,700

  

West Corp. (b)

  

71,655

 

 

 

  

1,575,648

 

 

Materials -- 5.4%

  

 

305

  

Barrick Gold Corp.

  

8,500

2,800

  

Encore Wire Corp. (b)

  

63,728

4,100

  

General Cable Corp. (b)

  

80,771

1,700

  

Greatbatch, Inc. (b)

  

44,217

300

  

INCO Ltd.

  

13,071

1,300

  

NS Group, Inc. (b)

  

54,353

500

  

Phelps Dodge Corp.

  

71,935

400

  

Potash Corporation of
Saskatchewan, Inc.

  

32,088

500

  

Precision Drilling Corp.

  

16,500

625

  

Quanex Corp.

  

31,231

650

  

Reliance Steel & Aluminum Co.

  

39,728

1,500

  

RTI International Metals, Inc. (b)

  

56,925

300

  

Silgan Holdings, Inc.

  

10,836

700

  

Southern Copper Corp

  

46,886

600

  

USEC, Inc.

  

7,170

 

 

 

  

577,939

 

 

Technology -- 13.6%

  

 

1,421

  

Activision, Inc. (b)

  

19,525

1,300

  

Ansys, Inc. (b)

  

55,497

1,050

  

Anteon International Corp. (b)

  

57,068

1,650

  

Apple Computer, Inc. (b)

  

118,618

9,000

  

Arris Group, Inc. (b)

  

85,230

2,620

  

Autodesk, Inc.

  

112,528

5,000

  

Bottomline Technologies, Inc. (b)

  

55,100

700

  

EMC Corp. (b)

  

9,534

1

  

Fisher Scientific International, Inc. (b)

  

49

2,850

  

Geac Computer Corp. Ltd. (b)

  

31,065

700

  

Hutchinson Technology, Inc. (b)

  

19,915

1,270

  

Intergraph Corp. (b)

  

63,259

3,200

  

Internet Security, Inc. (b)

  

67,040

1,800

  

Itron, Inc. (b)

  

72,072

5,100

  

Ixys Corp. (b)

  

59,619

400

  

Jabil Circuit, Inc. (b)

  

14,836

1,150

  

Komag, Inc. (b)

  

39,859

600

  

Micros Systems, Inc. (b)

  

28,992

 

 

Technology -- (continued)

  

 

1,225

  

NCR Corp. (b)

  

$ 41,577

2,800

  

NVIDIA Corp. (b)

  

102,368

400

  

Progress Software Corp. (b)

  

11,352

6,500

  

Radiant Systems, Inc. (b)

  

79,040

4,700

  

SBA Communications Corp. (b)

  

84,130

1,350

  

SRA International, Inc. (b)

  

41,229

3,850

  

TALX Corp.

  

175,983

860

  

Viscount Systems, Inc. (b)

  

469

476

  

Yahoo, Inc. (b)

  

18,650

 

 

 

  

1,464,604

 

 

Telecommunications -- 2.9%

  

 

3,306

  

American Tower Corp., Class A (b)

  

89,592

1,075

  

Commonwealth Telephone
Enterprises, Inc.

  

36,303

849

  

Sprint Corp.

  

19,833

230

  

Telephone & Data Systems, Inc.

  

8,287

230

  

Telephone & Data Systems, Inc.
Special Shares

  

7,960

1,900

  

Telus Corp.

  

76,494

7,500

  

UbiquiTel, Inc. (b)

  

74,175

 

 

 

  

312,644

 

 

Utilities -- 2.6%

  

 

1,800

  

AES Corp. (b)

  

28,494

1,250

  

Allegheny Energy, Inc. (b)

  

39,563

525

  

Constellation Energy Group

  

30,240

800

  

Energen Corp.

  

29,056

900

  

ONEOK, Inc.

  

23,967

900

  

Questar Corp.

  

68,130

2,500

  

Sierra Pacific Resources (b)

  

32,600

1,200

  

UGI Corp.

  

24,720

 

 

 

  

276,770

 

 

Total Common Stocks
(Cost $7,931,279)

  

10,061,348

CASH EQUIVALENT -- 6.3%

  

 

672,457

  

Huntington Money Market Fund,
Interfund Shares*

  

672,457

 

 

Total Cash Equivalent (Cost $672,457)

  

672,457

 

 

Total Investments
(Cost $8,603,736) (a) -- 100.0%

  

10,733,805

 

 

Other Assets in Excess of
Liabilities -- 0.0%

  

3,562

 

 

Net Assets -- 100.0%

  

$ 10,737,367

Huntington VA Rotating Markets Fund

Portfolio of Investments Summary Table (Unaudited)

December 31, 2005

Asset Allocation

    

Percentage of
Net Assets

United States of America

  

46.1%

Europe

  

27.1%

Asia

  

8.0%

Latin America

  

6.7%

Emerging Markets

  

6.2%

Cash1

  

3.6%

Canada

  

2.3%

TOTAL

  

100.0%

Portfolio holdings and allocations are subject to change.

Percentages are as of December 31, 2005, and are based on net assets.

1 Investments in an affiliated money market fund.

Portfolio of Investments

December 31, 2005

Shares

Value

 

MUTUAL FUNDS -- 96.4%

  

 

 

17,955

  

iShares EAFE Index Fund

    

$ 1,067,605

 

2,572

    

iShares MSCI Brazil Index Fund

  

85,493

 

7,131

  

iShares MSCI Canada Index Fund

  

156,169

 

4,839

  

iShares MSCI Emerging Markets
Index Fund

  

427,042

 

7,782

  

iShares MSCI EMU Index Fund

  

604,272

 

4,890

  

iShares MSCI Hong Kong Index Fund

  

61,712

 

10,300

  

iShares MSCI Japan Index Fund

  

139,050

 

5,782

  

iShares MSCI Mexico Index Fund

  

206,475

 

2,350

  

iShares MSCI Pacific ex-Japan
Index Fund

  

231,804

 

2,600

  

iShares MSCI South Korea Index Fund

  

115,986

 

9,940

  

iShares MSCI United Kingdom
Index Fund

  

184,685

 

11,293

  

iShares Russell 1000 Index Fund

  

764,988

 

1,181

  

iShares Russell 3000 Value Index Fund

  

106,621

 

3,185

  

iShares Russell Midcap Value Index Fund

  

396,278

 

1,379

  

iShares S&P Latin America 40
Index Fund

  

169,438

 

5,211

  

iShares S&P Small Cap 600 Index Fund

  

301,039

 

2,596

  

iShares S&P SmallCap 600 BARRA Growth Index Fund

  

301,499

 

1,470

  

iShares U.S. Energy Sector Index Fund

  

125,891

 

5,065

  

MidCap SPDR Trust Series 1 Index Fund

  

681,850

 

2,850

  

Rydex S&P Equal Weight Index Fund

  

473,300

 

 

 

Total Mutual Funds (Cost $5,428,431)

  

6,601,197

 

CASH EQUIVALENT -- 3.6%

  

 

 

246,367

  

Huntington Money Market Fund,
Interfund Shares*

  

$ 246,367

 

 

 

Total Cash Equivalent (Cost $246,367)

  

246,367

 

 

 

Total Investments
(Cost $5,674,798) (a) -- 100.0%

  

6,847,564

 

 

 

Liabilities in Excess of Other
Assets -- 0.0%

  

(544

)

 

 

Net Assets -- 100.0%

  

$ 6,847,020

 

Huntington VA Situs Small Cap Fund

Portfolio of Investments Summary Table (Unaudited)

December 31, 2005

Asset Allocation

    

Percentage of
Net Assets

Technology

  

15.1%

Health Care

  

15.0%

Industrials

  

14.2%

Consumer Discretionary

  

12.9%

Financials

  

12.6%

Energy

  

11.3%

Cash1

  

10.6%

Materials

  

8.9%

Consumer Staples

  

2.7%

Utilities

  

2.2%

Telecommunications

  

0.3%

Liabilities in Excess of Other Assets

  

(5.8)%

TOTAL

  

100.0%

Portfolio holdings and allocations are subject to change.

Percentages are as of December 31, 2005, and are based on net assets.

1 Investments in an affiliated money market fund.

Portfolio of Investments

December 31, 2005

Shares

Value

 

COMMON STOCKS -- 95.2%

  

 

 

 

   

Cayman Islands -- 2.5%

  

 

 

 

 

Consumer Discretionary -- 2.5%

  

 

 

3,000

  

Garmin Ltd.

    

$ 199,050

 

 

 

United States -- 92.7%

  

 

 

 

 

Consumer Discretionary -- 10.4%

  

 

 

2,000

  

AnnTaylor Stores Corp. (b)

  

69,040

 

3,000

  

Audiovox Corp., Class A (b)

  

41,580

 

5,000

  

Brunswick Corp.

  

203,300

 

300

  

Columbia Sportswear Co. (b)

  

14,319

 

2,000

  

Fossil, Inc. (b)

  

43,020

 

1,000

  

Home Depot, Inc.

  

40,480

 

1,500

  

Kerzner International Ltd. (b)

  

103,125

 

1,500

  

Polo Ralph Lauren Corp.

  

84,210

 

2,000

  

ScanSource, Inc. (b)

  

109,360

 

800

  

Toll Brothers, Inc. (b)

  

27,712

 

3,500

  

Urban Outfitters, Inc. (b)

  

88,585

 

350

  

West Marine, Inc. (b)

  

4,893

 

 

 

 

  

829,624

 

 

 

Consumer Staples -- 2.7%

  

 

 

3,100

  

Fresh Del Monte Produce, Inc.

  

70,587

 

5,200

  

Performance Food Group Co. (b)

  

147,524

 

 

 

 

  

218,111

 

 

 

Energy -- 11.3%

  

 

 

1,750

  

CARBO Ceramics, Inc.

  

98,910

 

6,000

  

Denbury Resources, Inc. (b)

  

136,680

 

7,000

  

Headwaters, Inc. (b)

  

248,080

 

1,000

  

Houston Exploration Co. (b)

  

52,800

 

1,000

  

Hydril Co. (b)

  

62,600

 

2,000

  

National-Oilwell Varco, Inc. (b)

  

125,400

 

 

 

United States -- (continued)

  

 

 

 

 

Energy -- (continued)

  

 

 

2,000

  

Newfield Exploration Co. (b)

  

$ 100,140

 

1,000

  

Remington Oil & Gas Corp. (b)

  

36,500

 

1,000

  

XTO Energy, Inc.

  

43,940

 

 

 

 

  

905,050

 

 

 

Financials -- 12.6%

  

 

 

4,250

  

Arch Capital Group Ltd. (b)

  

232,688

 

5,000

  

Bancshares of Florida, Inc (b)

  

112,950

 

5,200

  

Colonial Bancgroup, Inc.

  

123,864

 

5,000

  

Cullen/Frost Bankers, Inc.

  

268,400

 

6,000

  

Scottish Annuity & Life Holdings Ltd.

  

147,300

 

2,000

  

WSFS Financial Corp.

  

122,500

 

 

 

 

  

1,007,702

 

 

 

Health Care -- 15.0%

  

 

 

5,000

  

Albany Molecular Research (b)

  

60,750

 

2,150

  

Bio-Rad Laboratories, Inc., Class A (b)

  

140,696

 

3,000

  

Cerner Corp. (b)

  

272,730

 

5,500

  

Edwards Lifesciences Corp. (b)

  

228,855

 

6,000

  

Intermagnetics General Corp. (b)

  

191,400

 

1,000

  

Kindred Healthcare, Inc. (b)

  

25,760

 

6,000

  

Mentor Corp.

  

276,480

 

100

  

Par Pharmaceutical, Inc. (b)

  

3,134

 

 

 

 

  

1,199,805

 

 

 

Industrials -- 14.2%

  

 

 

4,500

  

Armor Holdings, Inc. (b)

  

191,925

 

4,000

  

ElkCorp

  

134,640

 

4,500

  

Jacobs Engineering Group, Inc. (b)

  

305,415

 

5,000

  

Precision Castparts Corp.

  

259,050

 

4,500

  

Universal Forest Products, Inc.

  

248,625

 

 

 

 

  

1,139,655

 

COMMON STOCKS -- (continued)

  

 

 

 

 

United States -- (continued)

  

 

 

 

 

Materials -- 8.9%

  

 

 

1,000

  

Commercial Metals Co.

  

$ 37,540

 

6,750

  

Florida Rock Industries

  

331,155

 

3,500

  

RTI International Metals, Inc. (b)

  

132,825

 

2,000

  

Steel Technologies, Inc.

  

55,980

 

3,400

  

The Scotts Co., Class A

  

153,816

 

 

 

 

  

711,316

 

 

 

Technology -- 15.1%

  

 

 

4,000

  

Black Box Corp.

  

189,520

 

7,000

  

Global Imaging Systems, Inc. (b)

  

242,409

 

3,000

  

Hutchinson Technology, Inc. (b)

  

85,350

 

1,000

  

Imation Corp.

  

46,070

 

4,500

  

Intergraph Corp. (b)

  

224,145

 

6,000

  

Methode Electronics, Inc.

  

59,820

 

6,000

  

Standard Microsystems Corp. (b)

  

172,140

 

1,000

  

StarTek, Inc.

  

18,000

 

6,000

  

Transaction Systems Architects, Inc. (b)

  

172,740

 

 

 

 

  

1,210,194

 

 

 

Telecommunications -- 0.3%

  

 

 

2,300

  

General Communication, Inc., Class A (b)

  

23,759

 

 

 

United States -- (continued)

  

 

 

 

 

Utilities -- 2.2%

  

 

 

2,000

  

Hawaiian Electric Industries, Inc.

  

$ 51,800

 

6,000

  

UGI Corp.

  

123,600

 

 

 

 

  

175,400

 

 

 

 

  

7,420,616

 

 

 

Total Common Stocks (Cost $6,888,688)

  

7,619,666

 

CASH EQUIVALENT -- 10.6%

  

 

 

849,718

  

Huntington Money Market Fund,
Interfund Shares*

  

849,718

 

 

 

Total Cash Equivalent (Cost $849,718)

  

849,718

 

 

 

Total Investments
(Cost $7,738,406) (a) -- 105.8%

  

8,469,384

 

 

 

Liabilities in Excess of Other
Assets -- (5.8)%

  

(466,108

)

 

 

Net Assets -- 100.0%

  

$ 8,003,276

 

Huntington VA Mortgage Securities Fund

Portfolio of Investments Summary Table (Unaudited)

December 31, 2005

Asset Allocation

Percentage of
Net Assets

U.S. Government Mortgage Backed Agencies

75.9%

U.S. Government Agencies

12.3%

Real Estate Investment Trusts

7.7%

Cash1

3.7%

Other Assets in Excess of Liabilities

0.4%

TOTAL

100.0%

Portfolio holdings and allocations are subject to change.

Percentages are as of December 31, 2005, and are based on net assets.

1 Investments in an affiliated money market fund.

Portfolio of Investments

December 31, 2005

Principal
Amount

  

 

Value

U.S. GOVERNMENT MORTGAGE BACKED
AGENCIES -- 75.9%

  

 

 

 

Federal Home Loan Bank -- 7.5%

  

 

$ 87,549

    

Series 6B-2012, Class A,
5.125%, 4/25/12

   

$ 87,686

85,565

  

Series 7I-2012, Class A,
5.000%, 6/15/12

  

85,351

67,754

  

Series Z2-2013, Class A,
4.800%, 2/25/13

  

67,245

 

 

 

  

240,282

 

 

Federal Home Loan Mortgage
Corporation -- 27.1%

  

 

99,961

  

Pool # 1G0865, 4.921%, 7/1/35

  

98,753

44,840

  

Pool # B18052, 4.500%, 3/1/15

  

43,771

39,443

  

Pool # C90837, 5.500%, 6/1/24

  

39,428

51,876

  

Pool # E96459, 5.000%, 5/1/18

  

51,449

43,283

  

Pool # G18008, 4.500%, 9/1/19

  

42,196

21,950

  

Pool # G18015, 4.500%, 10/1/19

  

21,399

102,135

  

Pool # M80916, 4.000%, 5/1/11

  

99,245

95,378

  

Pool # M80982, 5.000%, 7/1/12

  

95,001

56,718

  

Pool # M90777, 4.500%, 1/1/08

  

56,224

41,085

  

Series 1994-23, Class PK,
6.000%, 5/25/10

  

41,721

31,309

  

Series 2469, Class AK,
6.000%, 4/15/30

  

31,365

95,342

  

Series 25444, Class QB,
5.000%, 9/15/15

  

95,318

60,612

  

Series 2548, Class HA,
4.500%, 1/15/10

  

60,189

96,181

  

Series 3046, Class YA,
5.000%, 2/15/19

  

95,389

 

 

 

  

871,448

 

 

Federal National Mortgage
Association -- 26.9%

  

 

$ 35,882

  

Pool # 254908, 5.000%, 9/1/23

  

$ 35,130

64,674

  

Pool # 254955, 4.000%, 10/1/10

  

62,566

39,030

  

Pool # 255224, 4.000%, 5/1/11

  

37,710

21,246

  

Pool # 255360, 5.000%, 8/1/24

  

20,790

93,333

  

Pool # 255745, 5.500%, 5/1/25

  

93,168

94,480

  

Pool # 255767, 5.500%, 6/1/25

  

94,313

92,846

  

Pool # 255807, 5.500%, 8/1/20

  

93,467

72,268

  

Pool # 255808, 5.000%, 7/1/25

  

70,679

94,842

  

Pool # 357771, 5.000%, 5/1/25

  

92,758

38,899

  

Pool # 721540, 5.000%, 7/1/33

  

37,839

89,713

  

Series 2003-15, Class P,
5.000%, 12/25/26

  

89,862

85,454

  

Series 2005-11, Class PK,
5.000%, 11/25/25

  

85,444

50,000

  

Series 2672, Class GH,
5.500%, 8/15/31

  

49,400

 

 

 

  

863,126

 

 

Government National Mortgage
Association -- 14.4%

  

 

33,806

  

Pool # 3571, 6.500%, 6/20/34

  

35,058

38,423

  

Pool # 3590, 5.500%, 8/20/19

  

38,883

21,196

  

Pool # 3637, 5.500%, 11/20/34

  

21,295

96,594

  

Pool # 3708, 5.500%, 5/20/20

  

97,738

72,237

  

Pool # 3710, 5.000%, 5/20/35

  

71,063

98,338

  

Pool # 3741, 4.500%, 8/20/20

  

96,107

99,890

  

Pool # 650348, 5.500%, 11/15/35

  

100,608

 

 

 

  

460,752

 

 

Total U.S. Government Mortgage Backed Agencies (Cost $2,458,150)

  

2,435,608

Shares or
Principal
Amount

  

 

Value

U.S. GOVERNMENT AGENCIES -- 12.3%

  

 

 

   

Federal Home Loan Bank -- 6.2%

  

 

$ 200,000

  

3.650%, 1/18/06

    

$ 199,655

 

 

Federal Home Loan Mortgage
Corporation -- 6.1%

  

 

100,000

  

4.000%, 4/8/11

  

96,556

100,000

  

5.000%, 3/2/15

  

98,480

 

 

 

  

195,036

 

 

Total U.S. Government Agencies
(Cost $397,979)

  

394,691

COMMON STOCKS -- 7.7%

  

 

 

 

Real Estate Investment Trusts -- 7.7%

  

 

100

  

Acadia Realty Trust

  

2,005

100

  

Alexandria Real Estate Equities, Inc.

  

8,050

200

  

AMB Property Corp.

  

9,834

300

  

American Campus Communities, Inc.

  

7,440

100

  

Boston Properties, Inc.

  

7,413

300

  

Brandywine Realty Trust

  

8,373

200

  

CBL & Associates Properties, Inc.

  

7,902

200

  

Digital Reality Trust

  

4,526

200

  

Duke Realty Corp.

  

6,680

100

  

EastGroup Properties, Inc.

  

4,516

200

  

Equity Lifestyle Properties, Inc.

  

8,900

200

  

Equity Residential Properties Trust

  

7,824

100

  

Essex Property Trust, Inc.

  

9,220

200

  

General Growth Properties, Inc.

  

9,398

300

  

Health Care Property Investors, Inc.

  

7,668

200

  

Home Properties, Inc.

  

8,160

300

  

Hospitality Properties Trust

  

12,030

300

  

Kimco Realty Corp.

  

9,624

200

  

Mack-Cali Realty Corp.

  

8,640

100

  

Maguire Properties, Inc.

  

3,090

100

  

Mills Corp.

  

4,194

300

  

Nationwide Health Properties, Inc.

  

6,420

200

  

New Plan Excel Realty Trust

  

4,636

100

  

Pennsylvania Real Estate
Investment Trust

  

3,736

Shares

Value

 

 

Real Estate Investment
Trusts -- (continued)

  

 

200

  

ProLogis

  

$ 9,344

100

  

Public Storage, Inc.

  

6,772

200

  

Realty Income Corp.

  

4,324

200

  

Reckson Associates Realty Corp.

  

7,196

200

  

Simon Property Group, Inc.

  

15,326

200

  

Tanger Factory Outlet Centers, Inc.

  

5,748

100

  

U-STORE-IT Trust

  

2,105

200

  

United Dominion Realty Trust, Inc.

  

4,688

100

  

Vornado Realty Trust

  

8,347

300

  

Weingarten Realty Investors

  

11,343

 

 

Total Common Stocks (Cost $231,894)

  

245,472

CASH EQUIVALENT -- 3.7%

  

 

119,684

  

Huntington Money Market Fund,
Interfund Shares*

  

119,684

 

 

Total Cash Equivalent (Cost $119,684)

  

119,684

 

 

Total Investments
(Cost $3,207,707) (a) -- 99.6%

  

3,195,455

 

 

Other Assets in Excess of
Liabilities -- 0.4%

  

12,478

 

 

Net Assets -- 100.0%

  

$ 3,207,933

See Notes to Portfolio of Investments on page 34.

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

Huntington VA Funds

Notes to Portfolio of Investments

(a) See Notes to Financial Statements for unrealized appreciation (depreciation) of securities.

(b) Non-income producing security.

(c) All or part of the security was on loan as of December 31, 2005.

* Affiliated

The categories of investments are shown as a percentage of net assets.

The following abbreviations are used in the Portfolio of Investments:

ADR

--

American Depositary Receipt

AMEX

--

American Stock Exchange

EAFE

--

Europe, Australasia and Far East

EMU

--

European Monetary Union

MSCI

--

Morgan Stanley Capital International

S&P

--

Standard & Poor’s

SPDR

--

Standard & Poor’s Depositary Receipt

 

Huntington VA Funds

Statements of Assets and Liabilities

December 31, 2005

  

Huntington
VA
Dividend
Capture
Fund

  

Huntington
VA
Growth
Fund

  

Huntington
VA
Income
Equity
Fund

  

Huntington
VA
International
Equity
Fund

  

Huntington
VA
Macro 100
Fund

Assets:

  

 

 

 

 

 

 

 

 

 

Investments, at value

   

$ 3,580,484

   

$ 19,381,706

   

$ 34,095,792

   

$ 1,992,113

   

$ 7,418,430

Investment in affiliated securities, at value

  

507,344

  

582,352

  

1,663,753

  

--

  

332,180

Total Investments

  

44,087,828

  

19,964,058

  

35,759,545

  

1,992,113

  

7,750,610

Cash

  

--

  

--

  

--

  

160,070

  

104

Foreign currency, at value (cost $0; $0; $0; $225; and $0)

  

--

  

--

  

--

  

226

  

--

Income receivable

  

139,429

  

28,049

  

56,872

  

2,780

  

5,113

Receivable for shares sold

  

12,923

  

2,407

  

--

  

5,741

  

683

Receivable from adviser

  

--

  

--

  

--

  

41

  

--

Prepaid expenses and other assets

  

3,865

  

3,362

  

3,695

  

2,757

  

2,967

Total assets

  

44,244,045

  

19,997,876

  

35,820,112

  

2,163,728

  

7,759,477

Liabilities:

  

 

 

 

 

 

 

 

 

 

Options written, at value (premiums received $0; $0; $486,539; $0; and $0)

  

--

  

--

  

442,025

  

--

  

--

Payable for shares redeemed

  

7,179

  

3,590

  

5,899

  

1,746

  

3,066

Accrued expenses and other payables

 

 

 

 

 

 

 

 

 

 

Investment adviser fees

  

22,415

  

10,327

  

18,035

  

--

  

3,938

Administration fees

  

3,175

  

1,463

  

2,555

  

150

  

558

Sub-Administration fees

  

1,868

  

861

  

1,503

  

88

  

328

Custodian fees

  

971

  

448

  

782

  

270

  

171

Financial Administration fees

  

1,871

  

961

  

1,530

  

349

  

546

Trustees’ fees

  

678

  

317

  

558

  

30

  

119

Compliance Service fees

  

321

  

148

  

258

  

15

  

56

Other

 

11,543

  

5,455

  

9,570

  

465

  

1,900

Total liabilities

  

50,021

  

23,570

  

482,715

  

3,113

  

10,682

Net Assets

  

$ 44,194,024

  

$ 19,974,306

  

$ 35,337,397

  

$ 2,160,615

  

$ 7,748,795

Net Assets Consists of:

  

 

 

 

 

 

 

 

 

 

Paid in capital

  

$ 40,869,730

  

$ 18,127,982

  

$ 29,702,979

  

$ 1,921,966

  

$ 7,047,225

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

  

647,800

  

1,536,075

  

4,499,377

  

239,075

  

602,992

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

  

1,001,992

  

225,612

  

426,665

  

(259)

  

84,112

Accumulated net investment income (loss)

  

1,674,502

  

84,637

  

708,376

  

(167)

  

14,466

Total Net Assets

  

$ 44,194,024

  

$ 19,974,306

  

$ 35,337,397

  

$ 2,160,615

  

$ 7,748,795

Shares Outstanding

  

3,561,685

  

2,227,488

  

2,999,031

  

170,534

  

663,615

Net Asset Value Per Share

  

 

 

 

 

 

 

 

 

 

(Net asset value, offering and redemption price per share)

  

$ 12.41

  

$ 8.97

  

$ 11.78

  

$ 12.67

  

$ 11.68

Investments, at cost

  

$ 43,440,028

  

$ 18,427,983

  

$ 31,304,682

  

$ 1,753,039

  

$ 7,147,618

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

Huntington VA Funds

Statements of Assets and Liabilities

December 31, 2005

  

Huntington
VA
Mid Corp
America
Fund

  

Huntington
VA
New Economy
Fund

  

Huntington
VA
Rotating
Markets
Fund

  

Huntington
VA
Situs
Small Cap
Fund

  

Huntington
VA
Mortgage
Securities
Fund

Assets:

  

 

 

 

 

 

 

 

 

 

Investments, at value(1)

    

$ 22,119,414

   

$ 10,061,348

    

$ 6,601,197

   

$ 7,619,666

   

$ 3,075,771

Investment in affiliated securities, at value

  

3,393,896

  

672,457

  

246,367

  

849,718

  

119,684

Total Investments

  

25,513,310

  

10,733,805

  

6,847,564

  

8,469,384

  

3,195,455

Cash

  

--

  

19

  

575

  

--

  

--

Income receivable

  

26,061

  

10,303

  

4,185

  

4,932

  

14,571

Receivable for shares sold

  

12,707

  

3,302

  

--

  

766

  

172

Prepaid expenses and other assets

  

3,421

  

3,069

  

3,034

  

2,892

  

2,780

Total assets

  

25,555,499

  

10,750,498

  

6,855,358

  

8,477,974

  

3,212,978

Liabilities:

  

 

 

 

 

 

 

 

 

 

Payable for investments purchased

  

--

  

--

  

--

  

466,850

  

--

Payable for shares redeemed

  

4,229

  

2,468

  

1,539

  

324

  

2,599

Payable for return of collateral received for securities on loan

  

312,000

  

--

  

--

  

--

  

--

Accrued expenses and other payables

 

 

 

 

 

 

 

 

 

 

Investment adviser fees

  

12,856

  

5,429

  

3,488

  

4,000

  

606

Administration fees

  

1,821

  

773

  

494

  

567

  

222

Sub-Administration fees

  

1,071

  

455

  

291

  

333

  

131

Custodian fees

  

557

  

237

  

151

  

173

  

68

Financial Administration fees

  

1,327

  

834

  

406

  

491

  

672

Trustees’ fees

  

388

  

164

  

107

  

114

  

45

Compliance Service fees

  

184

  

78

  

50

  

57

  

22

Other

 

6,540

  

2,693

  

1,812

  

1,789

  

680

Total liabilities

  

340,973

  

13,131

  

8,338

  

474,698

  

5,045

Net Assets

  

$ 25,214,526

  

$ 10,737,367

  

$ 6,847,020

  

$ 8,003,276

  

$ 3,207,933

Net Assets Consists of:

  

 

 

 

 

 

 

 

 

 

Paid in capital

  

$ 18,611,254

  

$ 8,411,796

  

$ 5,373,118

  

$ 7,226,217

  

$ 3,170,217

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

  

6,174,704

  

2,130,069

  

1,172,766

  

730,978

  

(12,252)

Accumulated net realized gain (loss) on investment transactions

  

322,968

  

180,902

  

254,062

  

46,081

  

(2,753)

Accumulated net investment income (loss)

  

105,600

  

14,600

  

47,074

  

--

  

52,721

Total Net Assets

  

$ 25,214,526

  

$ 10,737,367

  

$ 6,847,020

  

$ 8,003,276

  

$ 3,207,933

Shares Outstanding

  

1,528,693

  

659,901

  

539,245

  

573,781

  

301,096

Net Asset Value Per Share

  

 

 

 

 

 

 

 

 

 

(Net asset value, offering and redemption price per share)

  

$ 16.49

  

$ 16.27

  

$ 12.70

  

$ 13.95

  

$ 10.65

Investments, at cost

  

$ 19,338,606

  

$ 8,603,736

  

$ 5,674,798

  

$ 7,738,406

  

$ 3,207,707

(1) Includes securities on loan of $306,630; $0; $0; $0; $0.

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

Huntington VA Funds

Statements of Operations

Year Ended December 31, 2005

  

Huntington
VA
Dividend
Capture
Fund

  

Huntington
VA
Growth
Fund

  

Huntington
VA
Income
Equity
Fund

  

Huntington
VA
International
Equity
Fund

  

Huntington
VA
Macro 100
Fund

Investment Income:

  

 

 

 

 

 

 

 

 

 

Dividend income

    

$ 1,994,423

    

$ 244,752

   

$ 994,066

    

$ 19,994 (1)

    

$ 59,163

Dividend income from affiliated securities

  

25,885

  

18,303

  

15,230

  

--

  

6,538

Interest income

  

--

  

--

  

4,924

  

--

  

--

Income from securities lending

  

6,580

  

79

  

494

  

--

  

--

Total investment income

  

2,026,888

  

263,134

  

1,014,714

  

19,994

  

65,701

Expenses:

  

 

 

 

 

 

 

 

 

 

Investment adviser fees

  

227,607

  

113,342

  

197,311

  

6,113

  

30,815

Administration fees

  

32,515

  

16,190

  

28,183

  

874

  

4,404

Sub-Administration fees

  

18,697

  

9,313

  

16,212

  

502

  

2,529

Custodian fees

  

9,863

  

4,911

  

8,550

  

2,468

  

1,335

Transfer and dividend disbursing agent fees and expenses

  

11,509

  

5,758

  

10,012

  

313

  

1,552

Trustees’ fees

  

2,764

  

1,366

  

2,363

  

68

  

344

Auditing fees

  

6,578

  

3,263

  

5,638

  

220

  

1,024

Legal fees

  

2,227

  

1,102

  

1,938

  

56

  

297

Financial Administration fees

  

19,703

  

10,996

  

17,044

  

3,273

  

5,623

Printing and postage

  

12,869

  

6,544

  

11,391

  

306

  

1,636

Insurance premiums

  

4,476

  

4,022

  

4,443

  

3,640

  

3,606

Compliance Service fees

  

1,560

  

798

  

1,392

  

37

  

191

Other

  

2,018

  

1,067

  

1,861

  

267

  

327

Total expenses

  

352,386

  

178,672

  

306,338

  

18,137

  

53,683

Reimbursements:

  

 

 

 

 

 

 

 

 

 

Reimbursements from adviser

  

--

  

--

  

--

  

(7,949)

  

(2,432)

Net expenses

  

352,386

  

178,672

  

306,338

  

10,188

  

51,251

Net investment income (loss)

  

1,674,502

  

84,462

  

708,376

  

9,806

  

14,450

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

  

 

 

 

 

 

 

 

 

 

Net realized gain (loss) on investment transactions

  

1,023,116

  

234,355

  

789,371

  

5,501

  

84,844

Net realized gain (loss) on options transactions

  

--

  

--

  

237,012

  

--

  

--

Net realized gain (loss) on foreign currency transactions

  

--

  

--

  

--

  

72

  

--

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

  

1,023,116

  

234,355

  

1,026,383

  

5,573

  

84,844

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

  

(1,261,695)

  

(164,978)

  

(698,385)

  

198,549

  

448,739

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

  

(238,579)

  

69,377

  

327,998

  

204,122

  

533,583

Change in net assets resulting from operations

  

$ 1,435,923

  

$ 153,839

  

$ 1,036,374

  

$ 213,928

  

$ 548,033

(1) Net of foreign dividend taxes withheld of $10.

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

Huntington VA Funds

Statements of Operations

Year Ended December 31, 2005

    

Huntington
VA
Mid Corp
America
Fund

    

Huntington
VA
New Economy
Fund

   

Huntington
VA
Rotating
Markets
Fund

    

Huntington
VA
Situs
Small Cap
Fund

    

Huntington
VA
Mortgage
Securities
Fund

Investment Income:

  

 

 

 

 

 

 

 

 

 

Dividend income

  

$ 242,502

  

$ 70,894

  

$ 104,258

  

$ 22,994

  

$ 5,620

Dividend income from affiliated securities

  

61,556

  

24,679

  

5,532

  

10,842

  

3,565

Interest income

  

--

  

--

  

--

  

--

  

56,271

Income from securities lending

  

5,229

  

514

  

--

  

--

  

--

Total investment income

  

309,287

  

96,087

  

109,790

  

33,836

  

65,456

Expenses:

  

 

 

 

 

 

 

 

 

 

Investment adviser fees

  

128,688

  

48,985

  

37,748

  

25,143

  

8,665

Administration fees

  

18,384

  

6,999

  

5,392

  

3,594

  

1,238

Sub-Administration fees

  

10,571

  

4,023

  

3,102

  

2,063

  

711

Custodian fees

  

5,576

  

2,123

  

1,636

  

1,089

  

375

Transfer and dividend disbursing agent fees and expenses

  

6,493

  

2,471

  

1,914

  

1,269

  

441

Trustees’ fees

  

1,550

  

597

  

457

  

298

  

101

Auditing fees

  

3,718

  

1,437

  

1,089

  

845

  

309

Legal fees

  

1,245

  

480

  

369

  

249

  

84

Financial Administration fees

  

14,178

  

9,091

  

4,765

  

4,324

  

5,526

Printing and postage

  

7,210

  

2,705

  

2,163

  

1,292

  

424

Insurance premiums

  

4,044

  

3,689

  

3,658

  

3,641

  

3,640

Compliance Service fees

  

880

  

326

  

266

  

150

  

50

Other

  

1,150

  

410

  

362

  

241

  

126

Total expenses

  

203,687

  

83,336

  

62,921

  

44,198

  

21,690

Reimbursements:

  

 

 

 

 

 

 

 

 

 

Reimbursements from adviser

  

--

  

(1,849)

  

(205)

  

(2,588)

  

(7,249)

Net expenses

  

203,687

  

81,487

  

62,716

  

41,610

  

14,441

Net investment income (loss)

  

105,600

  

14,600

  

47,074

  

(7,774)

  

51,015

Realized and Unrealized Gain (Loss) on Investments:

  

 

 

 

 

 

 

 

 

 

Net realized gain (loss) on investment transactions

  

322,968

  

180,846

  

262,242

  

90,540

  

(198)

Net change in unrealized appreciation/depreciation of investments

  

2,223,061

  

896,152

  

296,056

  

628,095

  

(22,790)

Net realized and unrealized gain (loss) on investments

  

2,546,029

  

1,076,998

  

558,298

  

718,635

  

(22,988)

Change in net assets resulting from operations

  

$ 2,651,629

  

$ 1,091,598

  

$ 605,372

  

$ 710,861

  

$ 28,027

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

Huntington VA Funds

Statements of Changes in Net Assets

  

Huntington VA
Dividend Capture Fund

Huntington VA
Growth Fund

Huntington VA
Income Equity Fund

 

Year Ended
Dec. 31, 2005

  

Year Ended
Dec. 31, 2004

  

Year Ended
Dec. 31, 2005

  

Year Ended
Dec. 31, 2004

  

Year Ended
Dec. 31, 2005

  

Year Ended
Dec. 31, 2004

Increase (Decrease) in Net Assets

  

 

 

 

 

 

 

 

 

 

  

 

Operations:

  

 

 

 

 

 

 

 

 

 

 

 

Net investment income (loss)

  

$ 1,674,502

    

$ 1,152,148

   

$ 84,462

   

$ 89,555

   

$ 708,376

  

$ 526,840

Net realized gain (loss) on investment and options transactions

    

1,023,116

  

1,742,727

  

234,355

  

31,968

  

1,026,383

  

(514,101)

Net change in unrealized appreciation/ depreciation of investments and options

  

(1,261,695)

  

565,523

  

(164,978)

  

781,265

  

(698,385)

  

3,611,612

Change in net assets resulting from operations

  

1,435,923

  

3,460,398

  

153,839

  

902,788

  

1,036,374

  

3,624,351

Distributions to Shareholders:

  

 

 

 

 

 

 

 

 

 

 

 

From net investment income

  

(1,152,185)

  

(12,719)

  

(89,380)

  

(976)

  

(526,840)

  

--

From net realized gains

  

(1,753,704)

  

(314,133)

  

(5,501)

  

--

  

--

  

(213,790)

Change in net assets resulting from distributions to shareholders

  

(2,905,889)

  

(326,852)

  

(94,881)

  

(976)

  

(526,840)

  

(213,790)

Change in net assets resulting from capital transactions

  

13,881,730

  

11,288,850

  

1,982,459

  

4,966,471

  

3,479,498

  

6,705,484

Change in net assets

  

12,411,764

  

14,422,396

  

2,041,417

  

5,868,283

  

3,989,032

  

10,116,045

Net Assets:

  

 

 

 

 

 

 

 

 

 

 

 

Beginning of period

  

31,782,260

  

17,359,864

  

17,932,889

  

12,064,606

  

31,348,365

  

21,232,320

End of period

  

$ 44,194,024

  

$ 31,782,260

  

$ 19,974,306

  

$ 17,932,889

  

$ 35,337,397

  

$ 31,348,365

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

  

$ 1,674,502

  

$ 1,152,185

  

$ 84,637

  

$ 89,555

  

$ 708,376

  

$ 526,840

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

Huntington VA Funds

Statements of Changes in Net Assets

  

Huntington VA
International Equity Fund

Huntington VA
Macro 100 Fund

Huntington VA
Mid Corp America Fund

   

Year Ended
Dec. 31, 2005

   

Period Ended
Dec. 31, 2004(1)

   

Year Ended
Dec. 31, 2005

   

Period Ended
Dec. 31, 2004(1)

   

Year Ended
Dec. 31, 2005

   

Year Ended
Dec. 31, 2004

Increase (Decrease) in Net Assets

  

 

 

 

 

 

 

 

 

 

 

 

Operations:

  

 

 

 

 

 

 

 

 

 

 

 

Net investment income (loss)

  

$ 9,806

  

$ 1,038

  

$ 14,450

  

$ 9,584

  

$ 105,600

  

$ 22,779

Net realized gain (loss) on investment and foreign currency transactions

  

5,573

  

(1,730)

  

84,844

  

(766)

  

322,968

  

46,434

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

  

198,549

  

40,526

  

448,739

  

154,253

  

2,223,061

  

2,286,342

Change in net assets resulting from operations

  

213,928

  

39,834

  

548,033

  

163,071

  

2,651,629

  

2,355,555

Distributions to Shareholders:

  

 

 

 

 

 

 

 

 

 

 

 

From net investment income

  

(10,210)

  

(1,991)

  

(10,780)

  

--

  

(22,779)

  

(2,275)

From net realized gains

  

(3,923)

  

--

  

--

  

--

  

(30,259)

  

--

Change in net assets resulting from distributions to shareholders

  

(14,133)

  

(1,991)

  

(10,780)

  

--

  

(53,038)

  

(2,275)

Change in net assets resulting from capital transactions

  

1,557,923

  

365,054

  

4,887,685

  

2,160,786

  

4,811,419

  

5,099,186

Change in net assets

  

1,757,718

  

402,897

  

5,424,938

  

2,323,857

  

7,410,010

  

7,452,466

Net Assets:

  

 

 

 

 

 

 

 

 

 

 

 

Beginning of period

  

402,897

  

--

  

2,323,857

  

--

  

17,804,516

  

10,352,050

End of period

  

$ 2,160,615

  

$ 402,897

  

$ 7,748,795

  

$ 2,323,857

  

$ 25,214,526

  

$ 17,804,516

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

  

$ (167)

  

$ 58

  

$ 14,466

  

$ 10,830

  

$ 105,600

  

$ 22,779

(1) Fund commenced operations on May 3, 2004.

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

Huntington VA Funds

Statements of Changes in Net Assets

Huntington VA
New Economy Fund

Huntington VA
Rotating Markets Fund

Huntington VA
Situs Small Cap Fund

Year Ended
Dec. 31, 2005

    

Year Ended
Dec. 31, 2004

   

Year Ended
Dec. 31, 2005

   

Year Ended
Dec. 31, 2004

   

Year Ended
Dec. 31, 2005

    

Period Ended
Dec. 31, 2004(1)

Increase (Decrease) in Net Assets

 

 

 

 

 

 

 

 

 

 

 

Operations:

 

 

 

 

 

 

 

 

 

 

 

Net investment income (loss)

$ 14,600

  

$ (13,077)

  

$ 47,074

  

$ 40,588

  

$ (7,774)

  

$ (597)

Net realized gain (loss) on investment transactions

180,846

  

7,097

  

262,242

  

126,052

  

90,540

  

2,732

Net change in unrealized appreciation/ depreciation of investments and translation of assets denominated in foreign currency

896,152

  

860,440

  

296,056

  

450,675

  

628,095

  

102,883

Change in net assets resulting from operations

1,091,598

  

854,460

  

605,372

  

617,315

  

710,861

  

105,018

Distributions to Shareholders:

 

 

 

 

 

 

 

 

 

 

 

From net investment income

--

  

--

  

(40,588)

  

(24,401)

  

(366)

  

--

From net realized gains

(7,097)

  

(85,068)

  

(124,902)

  

(151,161)

  

(39,417)

  

--

Change in net assets resulting from distributions to shareholders

(7,097)

  

(85,068)

  

(165,490)

  

(175,562)

  

(39,783)

  

--

Change in net assets resulting from capital transactions

3,772,009

  

2,113,125

  

254,949

  

1,491,739

  

6,013,607

  

1,213,573

Change in net assets

4,856,510

  

2,882,517

  

694,831

  

1,933,492

  

6,684,685

  

1,318,591

Net Assets:

 

 

 

 

 

 

 

 

 

 

 

Beginning of period

5,880,857

  

2,998,340

  

6,152,189

  

4,218,697

  

1,318,591

  

--

End of period

$ 10,737,367

  

$ 5,880,857

  

$ 6,847,020

  

$ 6,152,189

  

$ 8,003,276

  

$ 1,318,591

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

$ 14,600

  

$ --

  

$ 47,074

  

$ 40,588

  

$ --

  

$ 366

(1) Fund commenced operations on May 3, 2004.

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

Huntington VA Funds

Statement of Changes in Net Assets

  

Huntington VA
Mortgage Securities Fund

 

Year Ended
Dec. 31, 2005

  

Period Ended
Dec. 31, 2004(1)

Increase (Decrease) in Net Assets

    

 

 

 

Operations:

  

 

 

 

Net investment income (loss)

  

$ 51,015

    

$ 6,809

Net realized gain (loss) on investment transactions

  

(198)

  

(453)

Net change in unrealized appreciation/depreciation of investments

  

(22,790)

  

10,538

Change in net assets resulting from operations

  

28,027

  

16,894

Distributions to Shareholders:

  

 

 

 

From net investment income

  

(8,175)

  

--

From net realized gains

  

--

  

--

Change in net assets resulting from distributions to shareholders

  

(8,175)

  

--

Change in net assets resulting from capital transactions

  

2,780,838

  

390,349

Change in net assets

  

2,800,690

  

407,243

Net Assets:

  

 

 

 

Beginning of period

  

407,243

  

--

End of period

  

$ 3,207,933

  

$ 407,243

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

  

$ 52,721

  

$ 8,175

(1) Fund commenced operations on May 3, 2004.

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

Huntington VA Funds

Financial Highlights

(For a share outstanding throughout each period)

Year ended
December 31,

  

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

 

Return of
Capital
Distributions

Huntington VA Dividend Capture Fund

  

 

 

 

 

 

 

2001(2)

  

$ 10.00

  

0.14

  

0.10

  

0.24

  

(0.09)

  

--

  

--

2002

  

$ 10.15

  

0.33

  

(0.33)

  

--

  

(0.34)

  

--

  

--

2003

  

$ 9.81

  

0.33

  

1.76

  

2.09

  

(0.36)

  

--

  

--

2004

  

$ 11.54

  

0.47

  

1.10

  

1.57

  

(0.01)

  

(0.16)

  

--

2005

  

$ 12.94

  

0.39

  

0.07

  

0.46

  

(0.39)

  

(0.60)

  

--

Huntington VA Growth Fund

  

 

 

 

 

 

 

2001(3)

  

$ 10.00

  

(0.04)

  

(0.74)

  

(0.78)

  

--

  

--

  

--

2002

  

$ 9.22

  

--

  

(1.90)

  

(1.90)

  

--

  

--

  

--

2003

  

$ 7.32

  

0.02

  

1.15

  

1.17

  

(0.02)

  

--

  

--

2004

  

$ 8.47

  

0.04

  

0.44

  

0.48

  

-- (8)

  

--

  

--

2005

  

$ 8.95

  

0.04

  

0.02

  

0.06

  

(0.04)

  

-- (8)

  

--

Huntington VA Income Equity Fund

  

 

 

 

 

 

 

 

 

2001

  

$ 10.07

  

0.18

  

0.06

  

0.24

  

(0.20)

  

--

  

(0.01)

2002

  

$ 10.10

  

0.23

  

(1.22)

  

(0.99)

  

(0.23)

  

--

  

--

2003

  

$ 8.88

  

0.20

  

1.43

  

1.63

  

(0.20)

  

--

  

--

2004

  

$ 10.31

  

0.20

  

1.20

  

1.40

  

--

  

(0.09)

  

--

2005

  

$ 11.62

  

0.23

  

0.12

  

0.35

  

(0.19)

  

--

  

--

Huntington VA International Equity Fund

  

 

 

 

 

 

 

2004(7)

  

$ 10.00

  

0.03

  

1.10

  

1.13

  

(0.06)

  

--

  

--

2005

  

$ 11.07

  

0.06

  

1.62

  

1.68

  

(0.06)

  

(0.02)

  

--

Huntington VA Macro 100 Fund

  

 

 

 

 

 

 

 

 

2004(7)

  

$ 10.00

  

0.05

  

1.08

  

1.13

  

--

  

--

  

--

2005

  

$ 11.13

  

(0.01)

  

0.58

  

0.57

  

(0.02)

  

--

  

--

Huntington VA Mid Corp America Fund

  

 

 

 

 

 

 

 

 

2001(2)

  

$ 10.00

  

(0.02)

  

1.17

  

1.15

  

--

  

--

  

--

2002

  

$ 11.15

  

--

  

(1.45)

  

(1.45)

  

--

  

--

  

--

2003

  

$ 9.70

  

0.01

  

2.86

  

2.87

  

(0.01)

  

(0.01)

  

--

2004

  

$ 12.55

  

0.02

  

2.10

  

2.12

  

-- (8)

  

--

  

--

2005

  

$ 14.67

  

0.07

  

1.79

  

1.86

  

(0.02)

  

(0.02)

  

--

Huntington VA New Economy Fund

  

 

 

 

 

 

 

 

 

2001(2)

  

$ 10.00

  

(0.03)

  

0.93

  

0.90

  

--

  

--

  

--

2002

  

$ 10.90

  

(0.02)

  

(1.47)

  

(1.49)

  

--

  

--

  

--

2003

  

$ 9.41

  

(0.02)

  

2.99

  

2.97

  

--

  

--

  

--

2004

  

$ 12.38

  

(0.03)

  

2.31

  

2.28

  

--

  

(0.28)

  

--

2005

  

$ 14.38

  

0.02

  

1.88

  

1.90

  

--

  

(0.01)

  

--

Huntington VA Rotating Markets Fund

  

 

 

 

 

 

 

 

 

2001(2)

  

$ 10.00

  

--

  

0.45

  

0.45

  

--

  

--

  

--

2002

  

$ 10.45

  

(0.01)

  

(1.57)

  

(1.58)

  

--

  

--

  

--

2003

  

$ 8.87

  

0.06

  

2.10

  

2.16

  

--

  

--

  

--

2004

  

$ 11.03

  

0.07

  

1.17

  

1.24

  

(0.05)

  

(0.33)

  

--

2005

  

$ 11.89

  

0.09

  

1.04

  

1.13

  

(0.08)

  

(0.24)

  

--

Huntington VA Situs Small Cap Fund

  

 

 

 

 

 

 

 

 

2004(7)

  

$ 10.00

  

(0.01)

  

1.98

  

1.97

  

--

  

--

  

--

2005

  

$ 11.97

  

(0.01)

  

2.07

  

2.06

  

-- (8)

  

(0.08)

  

--

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

(2) Reflects operations for the period from October 15, 2001 (commencement of operations) to December 31, 2001.

(3) Reflects operations for the period from May 1, 2001 (commencement of operations) to December 31, 2001.

(4) Not annualized.

(5) Computed on annualized basis.

(6) Does not include the effect of expenses of underlying funds.

(7) Reflects operations for the period from May 3, 2004 (commencement of operations) to December 31, 2004.

(8) Amount is less than $0.005.

(9) There were no fee reductions in this period.

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

Huntington VA Funds

Financial Highlights

(For a share outstanding throughout each period)

Total
Distributions

    

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)

  

Ratio of
Net Investment
Income (Loss)
(Prior to
Reimbursements)
to Average Net
Assets(1)

Net Assets,
End of
Period
(000 omitted)

   

Portfolio
Turnover
Rate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(0.09)

  

$ 10.15

  

2.44%(4)

  

2.00%(5)

  

5.25%(5)

  

17.47%(5)

  

(10.22)%(5)

$ 220

  

12%

(0.34)

  

$ 9.81

  

(0.05)%

  

1.12%

  

5.89%

  

2.23%

  

4.78%

$ 3,396

  

70%

(0.36)

  

$ 11.54

  

21.36%

  

1.00%

  

5.22%

  

1.01%

  

5.21%

$ 17,360

  

87%

(0.17)

  

$ 12.94

  

13.75%

  

0.95%

  

4.72%

  

--(9)

  

--(9)

$ 31,782

  

88%

(0.99)

  

$ 12.41

  

3.59%

  

0.93%

  

4.41%

  

--(9)

  

--(9)

$ 44,194

  

111%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

--

  

$ 9.22

  

(7.80)%(4)

  

2.00%(5)

  

1.11%(5)

  

16.85%(5)

  

(13.74)%(5)

$ 434

  

--

--

  

$ 7.32

  

(20.56)%

  

1.02%

  

0.14%

  

1.58%

  

(0.42)%

$ 3,654

  

2%

(0.02)

  

$ 8.47

  

15.95%

  

1.00%

  

0.32%

  

--(9)

  

--(9)

$ 12,065

  

4%

--

  

$ 8.95

  

5.67%

  

0.95%

  

0.59%

  

--(9)

  

--(9)

$ 17,933

  

11%

(0.04)

  

$ 8.97

  

0.72%

  

0.95%

  

0.45%

  

--(9)

  

--(9)

$ 19,974

  

15%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(0.21)

  

$ 10.10

  

2.34%

  

1.91%

  

1.76%

  

2.06%

  

1.61%

$ 4,453

  

38%

(0.23)

  

$ 8.88

  

(9.96)%

  

1.11%

  

2.81%

  

1.54%

  

2.38%

$ 8,712

  

4%

(0.20)

  

$ 10.31

  

18.43%

  

1.00%

  

2.63%

  

--(9)

  

--(9)

$ 21,232

  

97%

(0.09)

  

$ 11.62

  

13.66%

  

0.93%

  

2.00%

  

--(9)

  

--(9)

$ 31,348

  

47%

(0.19)

  

$ 11.78

  

2.98%

  

0.93%

  

2.15%

  

--(9)

  

--(9)

$ 35,337

  

53%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(0.06)

  

$ 11.07

  

11.26%(4)

  

1.00%(5)

  

0.56%(5)

  

1.76%(5)

  

(0.20%)(5)

$ 403

  

31%

(0.08)

  

$ 12.67

  

15.21%

  

1.00%

  

0.96%

  

1.78%

  

0.18%

$ 2,161

  

7%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

--

  

$ 11.13

  

11.30%(4)

  

1.00%(5)

  

1.62%(5)

  

1.05%(5)

  

1.57%(5)

$ 2,324

  

1%

(0.02)

  

$ 11.68

  

5.14%

  

1.00%

  

0.28%

  

1.04%

  

0.23%

$ 7,749

  

82%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

--

  

$ 11.15

  

11.50%(4)

  

2.00%(5)

  

(0.85)%(5)

  

17.87%(5)

  

(16.72)%(5)

$ 289

  

3%

--

  

$ 9.70

  

(13.00)%

  

1.15%

  

(0.10)%

  

2.10%

  

(1.05)%

$ 3,106

  

3%

(0.02)

  

$ 12.55

  

29.63%

  

1.00%

  

0.20%

  

--(9)

  

--(9)

$ 10,352

  

25%

--

  

$ 14.67

  

16.91%

  

0.95%

  

0.17%

  

--(9)

  

--(9)

$ 17,805

  

10%

(0.04)

  

$ 16.49

  

12.67%

  

0.95%

  

0.49%

  

--(9)

  

--(9)

$ 25,215

  

7%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

--

  

$ 10.90

  

9.00%(4)

  

2.00%(5)

  

(1.20)%(5)

  

17.91%(5)

  

(17.11)%(5)

$ 228

  

--

--

  

$ 9.41

  

(13.67)%

  

1.21%

  

(0.44)%

  

3.38%

  

(2.61)%

$ 755

  

20%

--

  

$ 12.38

  

31.56%

  

1.00%

  

(0.28)%

  

1.05%

  

(0.33)%

$ 2,998

  

80%

(0.28)

  

$ 14.38

  

18.75%

  

0.98%

  

(0.31)%

  

--(9)

  

--(9)

$ 5,881

  

18%

(0.01)

  

$ 16.27

  

13.24%

  

1.00%

  

0.18%

  

1.02%

  

0.16%

$ 10,737

  

49%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

--

  

$ 10.45

  

4.50%(4)

  

2.00%(5)(6)

  

(0.21)%(5)(6)

  

18.20%(5)(6)

  

(16.41)%(5)

$ 210

  

--

--

  

$ 8.87

  

(15.12)%

  

1.21%(6)

  

(0.20)%(6)

  

3.33%(6)

  

(2.32)%(6)

$ 930

  

113%

--

  

$ 11.03

  

24.35%

  

1.00%(6)

  

1.02%(6)

  

1.06%(6)

  

0.96%(6)

$ 4,219

  

151%

(0.38)

  

$ 11.89

  

11.63%

  

0.98%(6)

  

0.77%(6)

  

--(6)(9)

  

--(6)(9)

$ 6,152

  

81%

(0.32)

  

$ 12.70

  

9.66%

  

1.00%(6)

  

0.75%(6)

  

--(6)(8)

  

--(6)(8)

$ 6,847

  

44%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

--

  

$ 11.97

  

19.70%(4)

  

1.00%(5)

  

(0.19)%(5)

  

1.19%(5)

  

(0.38)%(5)

$ 1,319

  

3%

(0.08)

  

$ 13.95

  

17.18%

  

0.99%

  

(0.19)%

  

1.05%

  

(0.25)%

$ 8,003

  

10%

Huntington VA Funds

Financial Highlights

(For a share outstanding throughout each period)

Year ended December 31,

  

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

  

Total
Distributions

  

Net Asset
Value,
End of
Period

Huntington VA Mortgage Securities Fund

  

 

 

 

 

 

 

 

2004(2)

  

$ 10.00

  

0.18

  

0.41

  

0.59

  

--

  

--

  

$ 10.59

2005

  

$ 10.59

  

0.37(5)

  

(0.24)

  

0.13

  

(0.07)

  

(0.07)

  

$ 10.65

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

(2) Reflects operations for the period from May 3, 2004 (commencement of operations) to December 31, 2004.

(3) Not annualized.

(4) Computed on annualized basis.

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

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

Huntington VA Funds

Financial Highlights

(For a share outstanding throughout each 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)

   

Ratio of Net
Investment Income
(Loss) (Prior to
Reimbursements) to
Average Net Assets(1)

   

Net Assets,
End of Period
(000 omitted)

   

Portfolio
Turnover
Rate

 

 

 

 

 

 

 

 

 

 

 

 

 

5.90%(3)

  

1.00%(4)

  

3.42%(4)

  

1.33%(4)

  

3.09%(4)

  

$ 407

  

51%

1.25%

  

1.00%

  

3.53%

  

1.50%

  

3.03%

  

$ 3,208

  

19%

 

Huntington VA Funds

Notes to Financial Statements

December 31, 2005

(1) Organization

Huntington VA Funds (the “Trust”), established under the laws of the Commonwealth of Massachusetts on June 30, 1999, is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust operates ten separate series, or mutual funds, each with its own investment objective and strategy. This report contains the financial statements and financial highlights of the funds listed below (each individually referred to as a “Fund,” or collectively as the “Funds”):

Huntington VA Dividend Capture Fund (VA Dividend Capture Fund)
Huntington VA Growth Fund (VA Growth Fund)
Huntington VA Income Equity Fund (VA Income Equity Fund)
Huntington VA International Equity Fund (VA International Equity Fund)
Huntington VA Macro 100 Fund (VA Macro 100 Fund)
Huntington VA Mid Corp America Fund (VA Mid Corp America Fund)
Huntington VA New Economy Fund (VA New Economy Fund)
Huntington VA Rotating Markets Fund (VA Rotating Markets Fund)
Huntington VA Situs Small Cap Fund (VA Situs Small Cap 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 (“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”), they are sold only to separate accounts of Hartford Life Insurance Company, Nationwide Life and Annuity Insurance Company, Nationwide Life Insurance Company, and Transamerica Life Insurance Company for use with their respective variable insurance contracts and policies.

Under the Trust’s organizational documents, its Officers and Trustees are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In addition, in the normal course of business, the Trust enters 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 accounting principles generally accepted in the United States of America (“GAAP”).

A. Investment Valuations

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. In computing NAV, current market value is used to value portfolio securities with respect to which market quotations are readily available. Pursuant to policies approved by the Trustees, 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) traded on a securities exchange or reported on the NASDAQ National Market System 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 not included in the NASDAQ National Market System, equity securities are valued at a bid price estimated by the security pricing service. Foreign securities are subject to modification based on significant events, as described below. 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. Except as noted above, 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. If there is no reported sale on the principal exchange, and for all other debt securities, including zero-coupon 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 at 4:00 p.m., Eastern Time, on the day the value of the foreign security is determined. Option contracts are valued at the last quoted bid price as reported on the primary exchange or board of trade on which such options are traded. Short-term investments with remaining maturities of 60 days or less at the time of purchase are valued at amortized cost. Investments in other open-end investment companies are valued at NAV.

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

Securities for which market quotations are not readily available are valued at their “fair value.” 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 of the situation at issue, transactions implicitly valuing the security at issue (such as a merger, tender offer, etc.), the value of other securities or contracts which derive their value from the security at issue, and the implications (whether negative or positive) of the circumstances which have caused trading in the security to halt. The final good faith fair valuation of a security is based on an analysis of those factors deemed relevant to the security valuation at issue. With respect to certain narrow categories of securities, the Pricing Committee’s procedures detail specific valuation methodologies to be used in lieu of considering the aforementioned list of factors.

The Funds may use the fair value of a security to calculate its NAV when a market price is not readily available, such as when: (1) a portfolio security is not traded in a public market or the principal market in which the security trades is closed, (2) trading in a portfolio security is suspended and not resumed prior to the normal market close, (3) a portfolio security is not traded in significant volume for a substantial period, or (4) the Funds’ investment adviser, Huntington Asset Advisors, Inc. (“Advisor”), determines that the quotation or price for a portfolio security provided by a dealer or independent pricing service is inaccurate.

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 New York Stock Exchange (“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 general securities market movements occurring between the time when 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 such cases, use of fair valuation can reduce an investor’s ability to seek to profit by estimating a Fund’s NAV in advance of the time when the NAV is calculated.

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.

The 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. Since the VA International Equity Fund invests primarily in foreign securities, it is most likely to be affected by this fair valuation methodology. Since the VA Situs Small Cap Fund invests some of its assets in foreign securities, it may be affected, although to a lesser extent.

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 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. Fair valuations generally remain unchanged until new information becomes available. Consequently, changes in 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. Fair valuation determinations often involve the consideration of a number of subjective factors, and the fair value price may be higher or lower than a readily available market quotation.

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 the Funds’ Advisor 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. Dividends and Distributions to Shareholders

Dividends from net investment income, if any, are declared and paid annually for the Funds. Net realized capital gains, if any, are distributed at least annually. The amount of dividends from net investment income and net realized gains are determined in accordance with the federal income tax regulations, which may differ from GAAP. These “book/tax” differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature (e.g. reclassification of foreign currency gain/loss, gain/loss, paydowns, and distributions), 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.

The Funds may own shares of real estate investment trusts (“REITS”) which report information on the source of their distributions annually. Certain distributions received from the REITS during the year, which are known to be a return of capital, are recorded as a reduction to the cost of the individual REIT.

D. 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 VA International Equity Fund have been provided for in accordance with each Fund’s applicable country’s tax rules and rates.

As of December 31, 2005, 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 Dividend Capture Fund

   

$ 43,537,211

   

$ 1,609,542

   

$ (1,058,925)

   

$ 550,617

VA Growth Fund

  

18,436,551

  

2,253,319

  

(725,812)

  

1,527,507

VA Income Equity Fund

  

31,510,169

  

4,416,823

  

(167,447)

  

4,249,376

VA International Equity Fund

  

1,754,359

  

250,313

  

(12,559)

  

237,754

VA Macro 100 Fund

  

7,169,117

  

730,196

  

(148,703)

  

581,493

VA Mid Corp America Fund

  

19,338,606

  

6,361,681

  

(186,977)

  

6,174,704

VA New Economy Fund

  

8,603,536

  

2,392,727

  

(262,458)

  

2,130,269

VA Rotating Markets Fund

  

5,674,798

  

1,172,766

  

--

  

1,172,766

VA Situs Small Cap Fund

  

7,738,406

  

890,458

  

(159,480)

  

730,978

VA Mortgage Securities Fund

  

3,207,707

  

22,175

  

(34,427)

  

(12,252)

As of December 31, 2005, for federal income tax purposes, the following Funds had capital loss carryforwards available to offset future capital gains, if any, to the extent provided by the Treasury regulations:

Fund

   

Amount

   

Expires

VA Mortgage Securities Fund

  

$ 849

  

2012

VA Mortgage Securities Fund

  

1,904

  

2013

Under current tax law, capital losses realized after October 31 of a Fund’s fiscal year may be deferred and treated as occurring on the first business day of the following fiscal year for tax purposes. The following Funds had deferred post October capital and currency losses, which will be treated as arising on the first business day of the fiscal year ending December 31, 2006:

    

Post-October
Losses

VA Income Equity Fund

  

$ 434,976

VA International Equity Fund

  

167

The tax character of distributions paid during the fiscal year ended December 31, 2005, was as follows:

  

Distributions Paid From

  

 

 

   
           

Fund

    

Ordinary
Income

   

Net Long Term
Capital Gains

   

Total Taxable
Distributions

   

Tax Exempt
Distributions

   

Total
Distributions Paid

VA Dividend Capture Fund

  

$ 2,145,041

  

$ 760,848

  

$ 2,905,889

  

$ --

  

$ 2,905,889

VA Growth Fund

  

89,380

  

5,501

  

94,881

  

--

  

94,881

VA Income Equity Fund

  

526,840

  

--

  

526,840

  

--

  

526,840

VA International Equity Fund

  

12,103

  

2,030

  

14,133

  

--

  

14,133

VA Macro 100 Fund

  

10,780

  

--

  

10,780

  

--

  

10,780

VA Mid Corp America Fund

  

22,779

  

30,259

  

53,038

  

--

  

53,038

VA New Economy Fund

  

--

  

7,097

  

7,097

  

--

  

7,097

VA Rotating Markets Fund

  

105,164

  

60,326

  

165,490

  

--

  

165,490

VA Situs Small Cap Fund

  

32,231

  

7,552

  

39,783

  

--

  

39,783

VA Mortgage Securities Fund

  

8,175

  

--

  

8,175

  

--

  

8,175

The tax character of distributions paid during the fiscal year ended December 31, 2004, was as follows:

  

Distributions Paid From

  

 

 

 
     

Fund

  

Ordinary
Income

    

Net Long Term
Capital Gains

   

Total Taxable
Distributions

   

Tax Exempt
Distributions

   

Total
Distributions Paid

VA Dividend Capture Fund

    

$ 309,273

  

$ 17,579

  

$ 326,852

  

$ --

  

$ 326,852

VA Growth Fund

  

976

  

--

  

976

  

--

  

976

VA Income Equity Fund

  

95,791

  

117,998

  

213,789

  

--

  

213,789

VA International Equity Fund

  

1,991

  

--

  

1,991

  

--

  

1,991

VA Macro 100 Fund

  

--

  

--

  

--

  

--

  

--

VA Mid Corp America Fund

  

2,275

  

--

  

2,275

  

--

  

2,275

VA New Economy Fund

  

75,213

  

9,855

  

85,068

  

--

  

85,068

VA Rotating Markets Fund

  

175,562

  

--

  

175,562

  

--

  

175,562

VA Situs Small Cap Fund

  

--

  

--

  

--

  

--

  

--

VA Mortgage Securities Fund

  

--

  

--

  

--

  

--

  

--

As of December 31, 2005, the components of accumulated earnings (deficit) on a tax basis were as follows:

   

Undistributed
Tax Exempt
Income

   

Undistributed
Ordinary
Income

   

Undistributed
Long-Term
Capital
Gains

   

Accumulated
Earnings

   

Distributions
Payable

   

Accumulated
Capital and
Other
Losses

   

Unrealized
Appreciation
(Depreciation)*

  

Total
Accumulated
Earnings
(Deficit)

VA Dividend Capture Fund

  

$ --

  

$ 2,046,943

  

$ 726,734

  

$ 2,773,677

  

$ --

  

$ --

  

$ 550,617

   

$ 3,324,294

VA Growth Fund

  

--

  

100,751

  

218,066

  

318,817

  

--

  

--

  

1,527,507

  

1,846,324

VA Income Equity Fund

  

--

  

777,005

  

998,499

  

1,775,504

  

--

  

(434,976)

  

4,293,890

  

5,634,418

VA International Equity Fund

  

--

  

677

  

385

  

1,062

  

--

  

(167)

  

237,754

  

238,649

VA Macro 100 Fund

  

--

  

104,493

  

15,584

  

120,077

  

--

  

--

  

581,493

  

701,570

VA Mid Corp America Fund

  

--

  

188,958

  

239,610

  

428,568

  

--

  

--

  

6,174,704

  

6,603,272

VA New Economy Fund

  

--

  

19,805

  

175,497

  

195,302

  

--

  

--

  

2,130,269

  

2,325,571

VA Rotating Markets Fund

  

--

  

76,971

  

224,165

  

301,136

  

--

  

--

  

1,172,766

  

1,473,902

VA Situs Small Cap Fund

  

--

  

35,927

  

10,154

  

46,081

  

--

  

--

  

730,978

  

777,059

VA Mortgage Securities Fund

  

--

  

52,721

  

--

  

52,721

  

--

  

(2,753)

  

(12,252)

  

37,716
* The differences between the book-basis unrealized appreciation (depreciation) is attributable primarily to: tax deferral of losses on wash sales and straddles.

E. Foreign Exchange Contracts

The VA International Equity Fund, VA Rotating Markets Fund and VA Situs Small Cap Fund may enter into foreign currency commitments for the delayed delivery of securities or foreign currency exchange transactions. The VA International Equity Fund, VA Rotating Markets Fund and VA Situs Small Cap Fund may enter into foreign currency contract transactions to protect assets against adverse changes in foreign currency exchange rates or exchange control regulations. Purchase contracts are used to acquire exposure to foreign currencies, while contracts to sell are used to hedge the securities against currency fluctuations. Risks may arise upon entering into these contracts from the potential inability of counterparties to meet the terms of their commitments and from unanticipated movements in security prices or foreign exchange rates. The foreign currency translations are adjusted by the daily exchange rate of the underlying currency and any gains or losses are recorded for financial statement purposes as unrealized until the settlement date. At December 31, 2005, the VA International Equity Fund, VA Rotating Markets Fund and VA Situs Small Cap Fund had no outstanding foreign currency commitments.

F. Foreign Currency Translation

Investment valuations, other assets and liabilities initially expressed in foreign currencies are converted each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investments and income and expenses are converted into U.S. dollars based upon exchange rates prevailing on the respective dates of such transactions. The VA International Equity Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.

G. When-Issued and Delayed Transactions

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

H. 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.

I. 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.

The following is a summary of the VA Income Equity Fund’s written option activity for the year ended December 31, 2005:

Contracts

   

Number of Contracts

   

Premium Received

Outstanding at 12/31/2004

  

842

  

$ 139,558

Options written

  

7,767

  

1,080,755

Options expired

  

(1,636)

  

(204,541)

Options closed

  

(4,427)

  

(498,094)

Options exercised

  

(90)

  

(31,139)

Outstanding at 12/31/2005

  

2,456

  

$ 486,539

At December 31, 2005, the VA Income Equity Fund had the following outstanding options:

Contract

    

Type
  

Expiration
Date
  

Exercise
Price
  

Number of
Contracts
  

Value
  

Unrealized
Appreciation
(Depreciation)

Automatic Data Processing, Inc.

  

Call

  

January 2006

  

47.5

  

93

  

2,325

  

$ 9,485

Chevron Texaco Corp.

  

Call

  

January 2006

  

55

  

134

  

28,810

  

16,346

Comcast Corp. Class A

  

Call

  

April 2006

  

30

  

163

  

70,090

  

(18,421)

Comerica, Inc.*

  

Call

  

January 2006

  

60

  

108

  

1,080

  

9,518

ConocoPhillips

  

Call

  

May 2006

  

65

  

181

  

31,675

  

5,790

Consolidated Edison

  

Call

  

February 2006

  

45

  

75

  

15,000

  

(1,111)

Duke Energy Corp.

  

Call

  

April 2006

  

27.5

  

133

  

13,300

  

2,261

Equity Office Properties Trust

  

Call

  

April 2006

  

30

  

122

  

20,130

  

4,806

Exelon Corp.

  

Call

  

January 2006

  

50

  

75

  

24,750

  

(1,726)

First Data Corp.

  

Call

  

January 2006

  

45

  

97

  

1,940

  

7,178

Fortune Brands, Inc.

  

Call

  

January 2006

  

85

  

97

  

3,880

  

17,638

Intel Corp.

  

Call

  

April 2006

  

27.5

  

188

  

8,460

  

6,391

Monsanto Co.

  

Call

  

April 2006

  

80

  

153

  

67,320

  

5,659

Occidental Petroleum Corp.

  

Call

  

January 2006

  

70

  

109

  

106,820

  

(38,160)

Occidental Petroleum Corp.

  

Call

  

January 2006

  

75

  

18

  

9,540

  

(54)

Progress Energy, Inc.

  

Call

  

April 2006

  

45

  

57

  

3,705

  

4,765

Thompson Corp.*

  

Call

  

January 2006

  

40

  

146

  

730

  

6,737

Verizon

  

Call

  

January 2006

  

32.5

  

89

  

445

  

4,806

V.F. Corp.

  

Call

  

February 2006

  

55

  

81

  

16,605

  

971

Wachovia Corp.

  

Call

  

January 2006

  

55

  

96

  

960

  

4,224

Washington Mutual, Inc.

  

Call

  

January 2006

  

45

  

241

  

14,460

  

(2,589)

NET UNREALIZED APPRECIATION ON WRITTEN OPTION CONTRACTS

  

 

 

  

 

 

 

 

 

 

$ 44,514

* Options were fair valued as of December 31, 2005.

J. Securities Lending

To generate additional income, the Funds may lend a certain percentage of their total assets (20% for the VA Growth and the VA Income Equity Funds, and 33 1/3% for the VA Dividend Capture, VA International Equity, VA Macro 100, VA Mid Corp America, VA New Economy, VA Rotating Markets, VA Situs Small Cap, and VA Mortgage Securities Funds) on a short-term basis to certain brokers, dealers or other financial institutions selected by the Advisor and approved by the Trustees. In determining whether to lend to a particular broker, dealer or financial institution, the Advisor will consider all relevant facts and circumstances, including the size, creditworthiness and reputation of the borrower. Any loans made will be continuously secured by collateral in cash or U.S. government obligations at least equal to 100% of the value of the securities on loan for the VA Dividend Capture, VA International Equity, VA Macro 100, VA Mid Corp America, VA New Economy, VA Rotating Markets, VA Situs Small Cap and VA Mortgage Securities Funds, and at least equal to 102% of the value of the securities on loan for the VA Growth and VA Income Equity Funds. Information on the investment of cash collateral is shown in the Portfolios of Investments. The Funds receive payments from borrowers equivalent to the dividends and interest that would have been earned on securities on loan. In addition, the Funds retain a portion of the interest received on investment of 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. 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. For the year ended December 31, 2005, Boston Global Advisers (“BGA”) served as sub-custodian for the securities lending program. BGA received a sub-custody fee based on the value of collateral received from borrowers. In addition, The Huntington National Bank (“Huntington”), as custodian of each of the Funds except VA International Equity Fund, received a monthly fee from BGA to offset certain transaction costs incurred by the custodian. As of December 31, 2005, the following Funds had securities with the following market values on loan:

Fund

    

Market Value
of Loaned
Securities

   

Market Value
of Collateral*

VA Mid Corp America Fund

  

$306,630

  

$312,000

* Includes securities and cash collateral.

Effective February 1, 2006, PFPC Trust Company will serve as sub-custodian for the securities lending program.

K. Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported 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.

L. Security Transactions and Related Income

Investment transactions are accounted for no later than the first calculation of NAV on the business day following the trade date. However, for financial reporting purposes, portfolio security transactions are reported on trade date. 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.

(3) Shares of Beneficial Interest

The Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest (with no par value). Transactions in capital stock were as follows:

VA Dividend Capture Fund

VA Growth Fund

Year Ended
December 31, 2005

Year Ended
December 31, 2004

Year Ended
December 31, 2005

Year Ended
December 31, 2004

  

Shares

   

Dollars

   

Shares

   

Dollars

   

Shares

   

Dollars

   

Shares

   

Dollars

Shares sold

941,902

$ 11,871,304

1,015,784

$ 12,080,654

373,542

$ 3,305,136

676,069

$ 5,798,121

Distributions reinvested

235,676

2,905,889

28,496

326,850

10,613

94,881

113

976

Shares redeemed

(71,389)

(895,463)

(93,054)

(1,118,654)

(159,915)

(1,417,558)

(97,323)

(832,626)

NET CHANGE RESULTING FROM SHARE TRANSACTIONS

1,106,189

$ 13,881,730

951,226

$ 11,288,850

224,240

$ 1,982,459

578,859

$ 4,966,471

VA Income Equity Fund

VA International Equity Fund

Year Ended
December 31, 2005

Year Ended
December 31, 2004

Year Ended
December 31, 2005

Period Ended
December 31, 2004(1)

   

Shares

   

Dollars

    

Shares

   

Dollars

    

Shares

    

Dollars

   

Shares

    

Dollars

Shares sold

454,191

$ 5,247,829

729,861

$ 7,697,822

138,655

$ 1,609,168

36,371

$ 364,650

Distributions reinvested

44,799

526,840

20,676

213,787

975

14,133

181

1,991

Shares redeemed

(198,689)

(2,295,171)

(111,572)

(1,206,125)

(5,494)

(65,378)

(154)

(1,587)

NET CHANGE RESULTING FROM SHARE TRANSACTIONS

300,301

$ 3,479,498

638,965

$ 6,705,484

134,136

$ 1,557,923

36,398

$ 365,054

VA Macro 100 Fund

VA Mid Corp America Fund

Year Ended
December 31, 2005

Period Ended
December 31, 2004(1)

Year Ended
December 31, 2005

Year Ended
December 31, 2004

  

Shares

   

Dollars

   

Shares

   

Dollars

    

Shares

   

Dollars

   

Shares

   

Dollars

Shares sold

475,708

$ 5,122,512

214,571

$ 2,220,202

347,629

$ 5,314,722

446,644

$ 5,861,059

Distributions reinvested

973

10,780

--

--

3,338

53,038

--

--

Shares redeemed

(21,913)

(245,607)

(5,724)

(59,416)

(35,578)

(556,341)

(57,885)

(761,873)

NET CHANGE RESULTING FROM SHARE TRANSACTIONS

454,768

$ 4,887,685

208,847

$ 2,160,786

315,389

$ 4,811,419

388,759

$ 5,099,186

VA New Economy Fund

VA Rotating Markets Fund

Year Ended
December 31, 2005

Year Ended
December 31, 2004

Year Ended
December 31, 2005

Year Ended
December 31, 2004

   

Shares

   

Dollars

   

Shares

   

Dollars

    

Shares

   

Dollars

   

Shares

    

Dollars

Shares sold

277,776

$ 4,172,788

203,698

$ 2,589,250

64,556

$ 766,272

199,189

$ 2,196,063

Distributions reinvested

463

7,097

6,816

85,068

14,025

165,490

16,485

175,562

Shares redeemed

(27,206)

(407,876)

(43,925)

(561,193)

(56,676)

(676,813)

(80,964)

(879,886)

NET CHANGE RESULTING FROM SHARE TRANSACTIONS

251,033

$ 3,772,009

166,589

$ 2,113,125

21,905

$ 254,949

134,710

$ 1,491,739

VA Situs Small Cap Fund

VA Mortgage Securities Fund

Year Ended
December 31, 2005

Period Ended
December 31, 2004(1)

Year Ended
December 31, 2005

Period Ended
December 31, 2004(1)

   

Shares

    

Dollars

    

Shares

    

Dollars

   

Shares

   

Dollars

   

Shares

   

Dollars

Shares sold

470,357

$ 6,098,370

112,095

$ 1,233,845

271,725

$ 2,877,086

38,688

$ 392,731

Distributions reinvested

2,845

39,783

--

--

771

8,175

--

--

Shares redeemed

(9,609)

(124,546)

(1,907)

(20,272)

(9,857)

(104,423)

(231)

(2,382)

NET CHANGE RESULTING FROM SHARE TRANSACTIONS

463,593

$ 6,013,607

110,188

$ 1,213,573

262,639

$ 2,780,838

38,457

$ 390,349

(1) Reflects operations for the period from May 3, 2004 (date of initial public investment) to December 31, 2004.

(4) Investment Advisory Fee and Other Transactions with Affiliates

Investment Advisory Fee--Huntington Asset Advisors, Inc., a subsidiary of Huntington, serves as the Funds’ investment adviser. 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.

The Advisor has contractually agreed to waive all or a portion of its investment advisory fee (based on average daily net assets) to which it is otherwise entitled to receive from the Funds and/or to reimburse certain operating expenses of each Fund in order to limit the total operating expense for each Fund to not more than 1.00% of each Fund’s average daily net assets through April 30, 2006. Huntington and the Advisor may also pay out their reasonable profits and other resources (including those of their affiliates) advertising, marketing, and other expenses for the benefit of the Funds.

Sub-Investment Advisory Fee--Laffer Investments, Inc. is the sub-investment advisor (the “Sub-advisor”) of the VA Macro 100 Fund (the “Fund”). The Advisor pays the Sub-advisor a fee for its services, computed daily and paid monthly, at an annual rate of 0.40% of the average daily net assets of the Fund. Neither the Trust nor the Fund is liable for payment of this sub-advisory fee.

Administrative and Financial Administration Fees--Huntington is the Administrator to the Trust, and Federated Services Company (“FServ”) is the Sub-Administrator. As Administrator, Huntington provides the Funds with certain administrative services. As Sub-Administrator, FServ provides the Funds with certain administrative personnel, and generally assists with the provision of administrative services necessary to operate the Funds. Huntington also serves as Financial Administrator, providing portfolio accounting services to the Funds. Huntington has sub-contracted certain fund accounting services to BISYS Fund Services Ohio, Inc. (“BISYS”). BISYS (the Sub-Financial Administrator) is paid directly by Huntington, not the Funds, for these services. The fees paid for administrative, sub-administrative and financial administrative services are based on the level of average net assets of each Fund for the period, subject to minimum fees, in certain circumstances. FServ and Edgewood Services, Inc., the Trust’s distributor, are wholly-owned subsidiaries of Federated Investors, Inc.

Transfer and Dividend Disbursing Agent Fees and Expenses--Unified Fund Services, Inc. (“Unified”) is transfer and dividend disbursing agent for the Funds. For its services, Unified receives fees based on the size, type, and number of accounts and transactions made by shareholders.

Custodian Fees--Huntington serves as each of the Funds’ custodian except for the VA International Equity Fund. State Street Bank and Trust Company (“State Street”) serves as custodian for the VA International Equity Fund. Huntington and State Street receive fees based on the level of a Fund's average daily net assets for the period, plus out-of-pocket expenses. Huntington receives an administrative fee from the lending agent for the transaction activity associated with the securities lending program.

Effective December 21, 2005, The Bank of New York began serving as sub-custodian of VA Situs Small Cap Fund’s foreign assets.

Compliance Services--Prior to September 29, 2005, the Trust contracted with BISYS to provide certain compliance services and a Chief Compliance Officer to the Trust. Effective September 29, 2005, the Trust contracted with Huntington to provide a Chief Compliance Officer to the Trust. During fiscal year 2005 BISYS and Huntington charged a fixed compliance service fee.

General--Certain Officers of the Trust are Officers and/or Directors or Trustees of the above companies.

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 in the accompanying financial statements.

(5) VA Rotating Markets Fund Structure

The VA Rotating Markets Fund (“Fund”), in accordance with its prospectus, may seek to achieve its investment objectives by investing in other investment companies (“Underlying Funds”) with similar investment objectives. As a result, investors in the Fund incur expenses of both the Fund and Underlying Funds, including transaction costs related to the purchases and sales of Underlying Fund shares.

(6) Investment Transactions

Purchases and sales of investments, excluding short-term securities and long-term U.S. government securities (and in-kind contributions), for the year ended December 31, 2005 were as follows:

Fund

   

Purchases

   

Sales

VA Dividend Capture Fund

  

$ 54,091,874

  

$ 41,073,049

VA Growth Fund

  

4,399,303

  

2,666,565

VA Income Equity Fund

  

20,320,306

  

17,121,009

VA International Equity Fund

  

1,497,786

  

68,927

VA Macro 100 Fund

  

8,660,707

  

4,041,254

VA Mid Corp America Fund

  

3,994,964

  

1,320,346

VA New Economy Fund

  

7,696,794

  

3,573,295

VA Rotating Markets Fund

  

2,673,735

  

3,105,463

VA Situs Small Cap Fund

  

6,138,345

  

397,879

VA Mortgage Securities Fund

  

210,750

  

16,804

(7) Other Tax Information (unaudited)

For the taxable year ended December 31, 2005, the following percentage of ordinary income dividends paid by the Funds qualify for the dividends received deduction available to corporations:

Fund

    

Dividends Deduction
Income

VA Dividend Capture Fund

  

60.65%

VA Growth Fund

  

100.0%

VA Income Equity Fund

  

100.0%

VA Macro 100 Fund

  

100.0%

VA Mid Corp America Fund

  

100.0%

VA Rotating Markets Fund

  

74.15%

VA Situs Small Cap Fund

  

37.69%

Huntington VA Funds

Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders
of the Huntington VA Funds

We have audited the accompanying statements of assets and liabilities of the Huntington VA Funds, comprising the Huntington VA Dividend Capture Fund, Huntington VA Growth Fund, Huntington VA Income Equity Fund, Huntington VA International Equity Fund, Huntington VA Macro 100 Fund, Huntington VA Mid Corp America Fund, Huntington VA New Economy Fund, Huntington VA Rotating Markets Fund, Huntington VA Situs Small Cap Fund, and Huntington VA Mortgage Securities Fund (collectively referred to as the “Funds”), including the portfolios of investments, as of December 31, 2005, and the related statements of operations for the year then ended, and the statements of changes in net assets and financial highlights for each of the two years in the period then ended. 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. The financial highlights presented herein for each of the three years in the period ended December 31, 2003, were audited by another registered public accounting firm whose report dated February 11, 2004 expressed an unqualified opinion on those financial highlights.

We conducted our audits in accordance with 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, 2005, by correspondence with the custodians and brokers. 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 respective portfolios comprising the Huntington VA Funds at December 31, 2005, the results of their operations for the year then ended, and the changes in their net assets and financial highlights for each of the two years in the period then ended, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Columbus, Ohio
February 10, 2006

Huntington VA Funds

Board of Trustees and Trust Officers (Unaudited)

The following tables give information about the Independent Trustees (Trustees who are not “interested persons” of the Trust, as defined in the 1940 Act), Interested Trustees (Trustees who are “interested persons” of the Trust, as defined in the 1940 Act) and the senior Officers of the Trust. Each Trustee oversees all portfolios of the Trust and serves for an indefinite term (subject to mandatory retirement provisions). Unless otherwise noted, the business address of each person listed below is c/o Huntington VA Funds, 5800 Corporate Drive, Pittsburgh, PA. Each officer is elected annually. As of December 31, 2005, The Huntington Fund Complex consisted of two investment companies: The Huntington Funds with 19 portfolios and the Trust with 10 portfolios. Each Trustee serves as Trustee for all portfolios of The Huntington Fund Complex. The Funds’ Statement of Additional Information includes additional information about the Huntington VA 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
Length of Time Served

   

Principal Occupation(s) for Past Five Years, Other Directorships Held and Previous Position(s)

Thomas J. Westerfield†
Age: 50
TRUSTEE
Began serving: January 2001

 

Principal Occupation: Since August 2005, of Counsel, Dinsmore & Shohl LLP (law firm).

Previous Position: From 1993 to 2005, of Counsel, Cors & Bassett LLC (law firm).

Other Directorships Held: The Huntington Funds (19 portfolios)

† Thomas J. Westerfield has been deemed an Interested Trustee due to the position he holds with Dinsmore & Shohl LLP, which may be retained to provide legal services to Huntington.

INDEPENDENT TRUSTEES BACKGROUND

Name
Age
Positions Held with Trust
Length of Time Served

   

Principal Occupation(s) for Past Five Years, Other Directorships Held and Previous Position(s)

David S. Schoedinger
Age: 63
CHAIRMAN OF THE BOARD AND TRUSTEE
Began serving: June 1999

Principal Occupation: Since 1965, Chairman of the Board, Schoedinger Funeral Service. Since 1987, CEO, Schoedinger Financial Services, Inc.

Previous Position: From 1992 to 1993, President, Board of Directors of National Selected Morticians (national trade association for morticians).

Other Directorships Held: The Huntington Funds (19 portfolios)

John M. Shary
Age: 75
TRUSTEE
Began serving: June 1999

Principal Occupation: Retired.

Previous Positions: Member, Business Advisory Board, HIE-HEALTHCARE.COM (formerly Hublink, Inc.) (1993-1997) (database integration software); Member, Business Advisory Board, Mind Leaders, Inc. (formerly DPEC Data Processing Education Corp.) (1993-1996) (data processing education); Member, Business Advisory Board, Miratel Corporation (1993-1995) (research and development firm for CADCAM); Chief Financial Officer of OCLC Online Computer Library Center, Inc. (1978-1993); Member, Board of Directors, Applied Information Technology Research Center (1987-1990); Member, Board of Directors, AIT
(1987-1990) technology.

Other Directorships Held: The Huntington Funds (19 portfolios)

William R. Wise
Age: 74
TRUSTEE
Began serving: June 1999

 

Principal Occupation: Retired.

Previous Positions: Corporate Director of Financial Services and Treasurer, Children’s Hospital, Columbus, Ohio; Associate Executive Director and Treasurer, Children’s Hospital, Columbus, Ohio (1985-1989).

Other Directorships Held: The Huntington Funds (19 portfolios)

Huntington VA Funds

Board of Trustees and Trust Officers (continued)

Officers

Name
Age
Address
Positions Held with Trust
Length of Time Served

   

Principal Occupation(s) for Past Five Years and Previous Position(s)

B. Randolph Bateman
Age: 50
41 South High Street
Columbus, OH
PRESIDENT
Began Serving: September 2005

Principal Occupations: President and Chief Investment Officer, Huntington Asset Advisors, Inc. (February 2001 to present); Chief Investment Officer, Huntington National Bank (October 2000 to present).

Previous Positions: Senior Vice President, Star Bank (June 1988 – October 2000).

Charles L. Davis, Jr.
Age: 45
1001 Liberty Avenue
Pittsburgh, PA
CHIEF EXECUTIVE OFFICER
Began Serving: April 2003

Principal Occupations: Vice President, Managing Director of Mutual Fund Services, Federated Services Company (October 2002 to present); President, Edgewood Services, Inc., the Funds’ distributor (March 2004 to present); Officer of various Funds distributed by Edgewood Services, Inc. (December 2002 to present).

Previous Positions: Vice President, Edgewood Services, Inc. (January 2000 to March 2004); President, Federated Clearing Services (January 2000 to October 2002); Director, Business Development, Mutual Fund Services, Federated Services Company (September 1998 to December 2000).

David R. Carson
Age: 47
3805 Edwards Road
Suite 3805
Cincinnati, OH
CHIEF COMPLIANCE
OFFICER AND
Anti-Money Laundering Officer
Began Serving: September 2005

 

Principal Occupations: Chief Compliance Officer, Trust (September 2005 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 Group Marketing Manager, Huntington National Bank (June 2001 to September 2005); Trust Officer, Firstar Bank (October 1982 to February 2001).

George Polatas
Age: 43
1001 Liberty Avenue
Pittsburgh, PA
VICE PRESIDENT
Began Serving: July 2003

Principal Occupation: Assistant Vice President, Federated Services Company; Vice President and Assistant Treasurer of various funds distributed by Edgewood Services, Inc. (January 1997 to present).

Christopher E. Sabato
Age: 37
3435 Stelzer Road
Columbus, OH
TREASURER
Began Serving: May 2005

Principal Occupations: Director-Financial Services, BISYS Fund Services Ohio, Inc. (February 1993 to present).

Victor R. Siclari
Age: 44
1001 Liberty Avenue
Pittsburgh, PA
SECRETARY
Began Serving: August 2002

Principal Occupations: Partner, Reed Smith LLP (October 2002 to present).

Previous Positions: Sr. Corporate Counsel and Vice President, Federated Services Company (prior to October 2002).

Huntington VA Funds

Board of Trustees Consideration of Investment Advisory and Subadvisory Agreements for
The Huntington VA Funds (the “Funds”)

The Board of Trustees is responsible for determining whether to approve the Funds’ investment advisory and subadvisory agreements. At a meeting held on August 3, 2005, the Board, including a majority of the independent Trustees, approved the investment advisory agreement (the “Advisory Agreement”) between Huntington Asset Advisors, Inc. (the “Advisor”) and the Funds and an investment subadvisory agreement (the “Subadvisory Agreement”) between the Advisor and Laffer Investments, Inc. (the “Subadvisor”) with respect to the VA Macro 100 Fund. Pursuant to the Advisory Agreements between the Advisor and the Funds, the Advisor provides advisory services to the Funds. Pursuant to the Subadvisory Agreement between the Advisor and the Subadvisor, the Subadvisor provides the day-to-day investment management for the VA Macro 100 Fund.

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 and the Subadvisory Agreement, the Board, including a majority of the independent Trustees, considered many factors, among the most material of which are: (1) the nature of the services provided to the Funds by the Advisor and Subadvisor in relation to the advisory and subadvisory fees; (2) the individual performance of the Funds; (3) the Advisor’s and Subadvisor’s costs and the profits realized through providing the Funds with advisory services; (4) whether the Advisor or Subadvisor 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 and Subadvisory Fees--In considering the nature, extent and quality of the services provided by the Advisor and Subadvisor, the Board reviewed information relating to the Advisor’s and Subadvisor’s operations and personnel. Among other things, the Advisor and Subadvisor each 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 and Subadvisor with respect to their ability to provide the services required under the Advisory and Subadvisory Agreements. The Board determined that the nature, extent and quality of the services provided by the Advisor and Subadvisor, in relation to the Advisory and Subadvisory fees, were acceptable.

Individual Performance of the Funds--The Board reviewed the Funds’ performance record and the Advisors’ and Subadvisor’s management styles and long-term performance records with the Funds in relation to comparable funds and appropriate benchmarks. The Board noted that the Board reviews on a quarterly basis detailed information about the Fund’s performance. The Board also reviewed various comparative data provided to them in connection with their consideration of the renewal of the Advisory and Subadvisory Agreements with respect to each of the Funds, including, among other information, each Fund’s performance compared to comparable funds and its benchmark index.

Advisor’s Costs and the Profits Realized Through Providing the Funds With Advisory Services--In considering the reasonableness of the advisory fees payable to the Advisor, the Board reviewed information provided by the Advisor setting forth all revenues and other benefits, both direct and indirect, received by the Advisor and its affiliates attributable to managing each of the Funds individually, the cost of providing such services and the resulting profitability to the Advisor and its affiliates from these relationships. The Trustees also took into account the Advisor’s agreement to limit the total annual expenses of each Fund to 1.0% of its net assets. 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 if 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 and Subadvisory Agreements for each Fund and possible economies of scale that may be realized as the assets of the Funds grow. The Board also noted that if the Funds’ assets increase over time, the Advisor and Subadvisor may realize economies of scale. The Board concluded that none of the Funds was currently large enough to have realized economies of scale.

Comparison of the Fees and Performance of Comparable Funds--With respect to the Funds’ performance and fees, the Board considered comparisons to other mutual funds with comparable investment programs to be particularly useful, given the high degree of competition in the mutual fund business. The Board also received information concerning fees charged by the Advisor to other accounts but did not consider that information to be as relevant in light of the differences in services provided.

Other Considerations--The Board also requests and receives substantial and detailed information about the Funds, the Advisor and Subadvisor on a regular basis. The Advisor and Subadvisor provide much of this information at each regular meeting of the Board, and furnish additional reports in connection with the Board’s formal review of the Advisory and Subadvisory 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 and Subadvisory 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 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 Subadvisor and their affiliates; compliance and audit reports concerning the Funds (including communications from regulatory agencies), as well as the Advisor’s and the Subadvisors’ responses to any issues raised therein; and relevant developments in the mutual fund industry and how the Funds and/or the Advisor and Subadvisor are responding to them. In the course of their deliberations regarding the Advisory and Subadvisory 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.

The Board based its decision to approve the Advisory and Subadvisory 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 and Subadvisory Agreements reflects its determination that the Advisor’s and the Subadvisor’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 Fund’s performance was acceptable and that the Fund’s advisory and total fees were reasonable in light of the quality and nature of services provided by the Advisor and its affiliates.

Huntington VA Mortgage Securities Fund

Among other data considered, the Trustees noted that the Fund had performed generally in line with its benchmarks for the period from inception through December 31, 2004 and for the six months ended June 30, 2005. The Trustees also noted that the Fund’s combined advisory and administrative fee and its total expenses were above the medians for its peer group.

Huntington VA Growth Fund

Among other data considered, the Trustees noted that the Fund underperformed its benchmark and its peer group for the year ended December 31, 2004 and for the six months ended June 30, 2005. The Trustees also noted that the Fund’s combined advisory and administrative fee was below the median for its peer group, but that its total expenses were above the median. The Board requested that the Fund’s ongoing performance continue to be monitored closely.

Huntington VA Income Equity Fund

Among other data considered, the Trustees noted that the Fund outperformed its benchmark and its peer group for the year ended December 31, 2004. The Fund outperformed its benchmark but underperformed its peer group for the six months ended June 30, 2005. The Trustees noted that the Fund’s combined advisory and administration fee and its total expenses were higher than the medians of its peer group.

Huntington VA Rotating Markets Fund

Among other data considered, the Trustees noted that the Fund outperformed its benchmark and peer group for the year ended December 31, 2004. The Fund outperformed its benchmark but underperformed its peer group for the six months ended June 30, 2005. The Trustees noted that the Fund’s combined advisory and administration fee and its total expenses were higher than the medians of its peer group.

Huntington VA Dividend Capture Fund

Among other data considered, the Trustees noted that the Fund outperformed its benchmark for the year ended December 31, 2004 and for the six months ended June 30, 2005. The Trustees also noted that the Fund’s combined advisory and administration fee and its total expenses were below the medians for its peer group.

Huntington VA International Equity Fund

Among other data considered, the Trustees noted that the Fund underperformed its benchmark for the period from inception through December 31, 2004 and had outperformed its benchmark and its peer group for the six months ended June 30, 2005. The Trustees also noted that the Fund’s combined advisory and administration fee and its total expenses were below the medians of its peer group.

Huntington VA Macro 100 Fund

Among other data considered, the Trustees noted that the Fund outperformed its benchmark for the period from inception through December 31, 2004, but had underperformed its benchmark and its peer group for the six months ended June 30, 2005. The Trustees noted that the Fund’s combined advisory and administrative fee was below the median of its peer group but that its total expenses were above the median.

Huntington VA Mid Corp America Fund

Among other data considered, the Trustees noted that the Fund outperformed its benchmark and its peer group for the year ended December 31, 2004 and for the six months ended June 30, 2005. The Trustees also noted that the Fund’s combined advisory and administrative fee was below the median of its peer group but that its total expenses were above the median.

Huntington VA New Economy Fund

Among other data considered, the Trustees noted that the Fund outperformed its benchmark and its peer group for the year ended December 31, 2004 and for the six months ended June 30, 2005. The Trustees noted that the Fund’s combined advisory and administrative fee was below the median of its peer group, but that its total expenses were above the median.

Huntington VA Situs Small Cap Fund

Among other data considered, the Trustees noted that the Fund outperformed its benchmark for the period from inception through December 31, 2004 and outperformed its benchmark and its peer group for the six months ended June 30, 2005. The Trustees also noted that the Fund’s combined advisory and administrative fee and its total expenses were below the medians of its peer group.

Huntington VA Funds

Supplemental Information (Unaudited)

Shareholder Expense Example

Fund Expenses. As a shareholder of a Fund, you incur ongoing costs, including management fees and other Fund expenses, as well as transactional costs. 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, 2005 to December 31, 2005.

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, $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 the 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, 2005

   

Ending
Account
Value,
December 31, 2005

   

Expenses
Paid
During
Period(2)

   

Annualized
Expense
Ratio

VA Dividend Capture Fund

  

 

 

 

 

 

 

 

Actual

  

$ 1,000.00

  

$ 1,021.70

  

$ 4.74

  

0.93%

Hypothetical(1)

  

$ 1,000.00

  

$ 1,020.31

  

$ 4.75

  

0.93%

VA Growth Fund

  

 

 

 

 

 

 

 

Actual

  

$ 1,000.00

  

$ 1,029.00

  

$ 4.86

  

0.95%

Hypothetical(1)

  

$ 1,000.00

  

$ 1,020.21

  

$ 4.85

  

0.95%

VA Income Equity Fund

  

 

 

 

 

 

 

 

Actual

  

$ 1,000.00

  

$ 1,022.80

  

$ 4.74

  

0.93%

Hypothetical(1)

  

$ 1,000.00

  

$ 1,020.31

  

$ 4.75

  

0.93%

VA International Equity Fund

  

 

 

 

 

 

 

 

Actual

  

$ 1,000.00

  

$ 1,157.30

  

$ 5.44

  

1.00%

Hypothetical(1)

  

$ 1,000.00

  

$ 1,019.96

  

$ 5.10

  

1.00%

VA Macro 100 Fund

  

 

 

 

 

 

 

 

Actual

  

$ 1,000.00

  

$ 1,099.80

  

$ 5.29

  

1.00%

Hypothetical(1)

  

$ 1,000.00

  

$ 1,019.96

  

$ 5.10

  

1.00%

VA Mid Corp America Fund

  

 

 

 

 

 

 

 

Actual

  

$ 1,000.00

  

$ 1,075.40

  

$ 4.97

  

0.95%

Hypothetical(1)

  

$ 1,000.00

  

$ 1,020.21

  

$ 4.85

  

0.95%

VA New Economy Fund

  

 

 

 

 

 

 

 

Actual

  

$ 1,000.00

  

$ 1,095.80

  

$ 5.28

  

1.00%

Hypothetical(1)

  

$ 1,000.00

  

$ 1,019.96

  

$ 5.10

  

1.00%

VA Rotating Markets Fund

  

 

 

 

 

 

 

 

Actual

  

$ 1,000.00

  

$ 1,105.90

  

$ 5.31

  

1.00%

Hypothetical(1)

  

$ 1,000.00

  

$ 1,019.96

  

$5.10

  

1.00%

VA Situs Small Cap Fund

  

 

 

 

 

 

 

 

Actual

  

$ 1,000.00

  

$ 1,105.30

  

$ 5.25

  

0.99%

Hypothetical(1)

  

$ 1,000.00

  

$ 1,020.01

  

$ 5.05

  

0.99%

VA Mortgage Securities Fund

  

 

 

 

 

 

 

 

Actual

  

$ 1,000.00

  

$ 1,003.00

  

$ 5.05

  

1.00%

Hypothetical(1)

  

$ 1,000.00

  

$ 1,019.96

  

$ 5.10

  

1.00%

(1) Hypothetical assumes 5% annual return before expenses.

(2) Expenses are equal to the Fund’s annualized expense ratios, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). The annualized expense ratios reflect contractual reimbursement of expenses by the Funds’ Advisor to limit the Funds’ total operating expenses to not more than 1.00% of the Funds’ average daily net assets, for the period beginning May 1, 2005 through April 30, 2006. The “Financial Highlights” tables in the Funds’ financial statements, included in this report, also show the gross expense ratios, without such reimbursements.

 

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 1-800-SEC-0330 for information on the operation of the Public Reference Room.) You may also access this information at www.huntingtonvafunds.com by selecting “Form N-Q.”

[Logo of Huntington VA Funds]

The Huntington National Bank, a subsidiary of Huntington Bancshares, Inc. is the Administrator and Financial Administrator of the Huntington VA Funds and is the Custodian of certain Funds. State Street Bank and Trust Company is also a Custodian to one of the Funds and The Bank of New York is Sub-Custodian to one of the Funds. Huntington Asset Advisors, Inc., a subsidiary of The Huntington National Bank, serves as Investment Adviser to the Funds. Federated Services Co. and Edgewood Services, Inc., the Sub-Administrator and Distributor of the Huntington VA Funds, respectively, are not affiliated with The Huntington National Bank.

Cusip 446771206
Cusip 446771107
Cusip 446771701
Cusip 446771305
Cusip 446771503
Cusip 446771602
Cusip 446771800
Cusip 446771875
Cusip 446771867
Cusip 446771883

 

 

 



Item 2. Code of Ethics.

   (a) As of the end of the period covered by this report, the registrant has
   adopted a code of ethics that applies to the registrant's Principal
   Executive Officer and Principal Financial Officer.

   (c) Not Applicable

   (d) Not Applicable

   (e) Not Applicable

   (f) The registrant has included a copy of the code of ethics that applies
   to its Principal Executive Officer and Principal Financial Officer as an
   exhibit hereto.


Item 3. Audit Committee Financial Expert.

The registrant's Board of Trustees has determined that the registrant has at
least one audit committee financial expert serving on its audit committee.
The audit committee's financial expert is John M. Shary, 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 2005: $9,961
            Fiscal year ended 2004*: $9,502

(b) Audit-Related Fees billed to the registrant by its principal accountants
for the two most recent fiscal years:

            Fiscal year ended 2005: $0
            Fiscal year ended 2004*: $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.

(c) Tax Fees billed to the registrant by its principal accountants for the
two most recent fiscal years:

            Fiscal year ended 2005: $2,250
      Fiscal year ended 2004*: $2,139

Fees for both years 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 2005: $0
      Fiscal year ended 2004*: $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.

Total:
Fiscal year ended 2005: $12,211
Fiscal year ended 2004: $11,641

* KPMG LLP ("KPMG") served as the registrant's principal accountant for the
period January 1, 2004 to March 2, 2004. The registrant changed principal
accountants effective March 2, 2004. Ernst and Young ("E&Y") served as the
registrant's principal accountant for the period March 2, 2004 to December
31, 2004.

(e)(1) Audit Committee Policies regarding pre-approval of services.

                               HUNTINGTON FUNDS
                             HUNTINGTON VA FUNDS

                  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 and the Huntington VA Funds
(the "Funds") is responsible for the appointment, compensation and oversight
of the work of the Funds' 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 Funds in
order assure that they do not impair the auditor's independence from the
Funds.  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 Funds, if
the engagement relates directly to the operations and/or financial reporting
of the Funds.

      To implement these provisions of the Act, the Securities and Exchange
Commission (the "SEC") has issued rules specifying the types of services that
the Funds' independent auditor may not provide to the Funds, 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 Funds 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 Funds' independent auditor be pre-approved
only when in the best interests of the Funds' 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 Funds'
            ability to manage or control risk or to improve audit quality.

In accordance with SEC rules, non-audit services performed by the Funds'
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 Funds.

      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 Funds' 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 Funds;

            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.

      7.    Requests for pre-approval must include an assessment by the
            independent auditor of their 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 Funds' 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, William R. Wise 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 Funds.

      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 Funds;

            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 their 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 Funds' 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 Funds' of their
            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.

 (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.

      4(b)  Fiscal year ended 2005- 0%
            Fiscal year ended 2004- 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.

      4(c)  Fiscal year ended 2005- 0%
            Fiscal year ended 2004- 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.
      4(d)  Fiscal year ended 2005- 0%
             Fiscal year ended 2004- 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 KPMG for the period January
      1, 2004 to March 2, 2004 and by E&Y for services rendered to the
      registrant, the registrant's investment adviser and any entity
      controlling, controlled by, or under common control with the adviser
      for the period March 2, 2004 to December 31, 2004 were $0 and $19,219,
      respectively. The aggregate non-audit fees billed by E&Y for services
      rendered to the registrant, the registrant's investment adviser and any
      entity controlling, controlled by, or under common control with the
      adviser and service affiliates for the fiscal year ended December 31,
      2005 was $11,775.

      (h) The registrant's Audit Committee has considered that the provision
      of non-audit services that were rendered to the registrant's 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 provides 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 accountant's independence.

Item 5.      Audit Committee of Listed Registrants.

Not applicable.

Item 6.      Schedule of Investments.

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 date 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 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)  under the Act are attached
hereto.

(a)(3) Not applicable.

(b)  Certifications  pursuant  to Rule  30a-2(b)  under the Act 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   Huntington VA Funds

By      /s/Charles L. Davis, Jr.
       ------------------------------------------------------------------------
            Charles L. Davis, Jr., Chief Executive Officer and Principal
            Executive Officer


Date                March 7, 2006

      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      /s/Charles L. Davis, Jr.
       ----------------------------------------------------------------------
            Charles L. Davis, Jr., Chief Executive Officer and Principal
            Executive Officer


Date        March 7, 2006

By      /s/Christopher E. Sabato
      ------------------------------------------------------------------------
            Christopher E. Sabato, Treasurer and Principal Financial Officer


Date        March 6, 2006