As filed with the Securities and Exchange Commission on March 18, 2014
1933 Act File No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. | ¨ | |||
Post-Effective Amendment No. | x |
The Huntington Funds
(Exact Name of Registrant as Specified in Charter)
2960 N. Meridian Street, Suite 300
Indianapolis, IN 46208
(Address of Principal Executive Offices:)
(800) 544-8347
(Area Code and Telephone Number)
Jay S. Fitton, Esq.
The Huntington National Bank
3805 Edwards Road
Cincinnati, OH 45209
(Name and Address of Agent for Service)
Copies to:
David C. Mahaffey, Esq.
Sullivan & Worcester, LLP
1666 K Street, NW
Washington, DC 20006
202-775-1207
Approximate Date of Proposed Public Offering: As soon as practicable after this Registration Statement becomes effective under the Securities Act of 1933.
Title of Securities Being Registered: Shares of beneficial interest, without par value, of the Huntington VA Situs Fund, a series of the Huntington Funds. No filing fee is due because Registrant is relying on Section 24(f) of the Investment Company Act of 1940, as amended. It is proposed that this filing will become effective on April 17, 2014, pursuant to Rule 488 under the Securities Act of 1933.
As filed with the Securities and Exchange Commission on March 18, 2014
1933 Act File No. 033-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
¨ Pre-Effective Amendment No. ¨ Post-Effective Amendment No.
The Huntington Funds
(Exact Name of Registrant as Specified in Charter)
2960 N. Meridian Street, Suite 300
Indianapolis, IN 46208
(Address of Principal Executive Offices)
(800) 544-8347
(Area Code and Telephone Number)
Jay S. Fitton, Esq.
The Huntington National Bank
3805 Edwards Road
Cincinnati, OH 45209
(Name and address of Agent for service)
Copies to:
David C. Mahaffey, Esq.
Sullivan & Worcester, LLP
1666 K Street, NW
Washington, DC 20006
202-775-1207
Approximate Date of Proposed Public Offering: As soon as practicable after this Registration Statement becomes effective under the Securities Act of 1933.
Title of Securities Being Registered: Shares of beneficial interest, without par value, of the Huntington VA Situs Fund, a series of the Huntington Funds.
No filing fee is due because Registrant is relying on Section 24(f) of the Investment Company Act of 1940, as amended. It is proposed that this filing will become effective on April 17, 2014, pursuant to Rule 488 under the Securities Act of 1933.
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Impact of the Reorganization on Huntington VA Mid Corp America Fund Shareholders |
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COMPARISON OF THE HUNTINGTON VA MID CORP AMERICA AND HUNTINGTON VA SITUS FUNDS |
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Investment Objectives: Principal Investment Strategies and Risks |
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Acquisition of Assets and Liabilities of
HUNTINGTON VA MID CORP AMERICA FUND
a series of
The Huntington Funds
2960 N. Meridian Street, Suite 300
Indianapolis, IN 46208
(800) 253-0412
By and in Exchange for Shares of
HUNTINGTON VA SITUS FUND
Also a series of
The Huntington Funds
PROSPECTUS/INFORMATION STATEMENT
Dated April 17, 2014
This document is a prospectus/information statement (Prospectus/Information Statement). This Prospectus/Information Statement is being furnished to shareholders of the Huntington VA Mid Corp America Fund (Huntington VA Mid Corp America or Acquired Fund), a series of the Huntington Funds (the Trust), in connection with the approval by the Board of Trustees of the Trust (collectively, the Board or the Trustees) of an Agreement and Plan of Reorganization, which provides for the transfer of all of the assets and liabilities of Huntington VA Mid Corp America to the Huntington VA Situs Fund (Huntington VA Situs) or Acquiring Fund), another series of the Trust.
You are receiving this Prospectus/Information Statement because, although you are not directly a shareholder of Huntington VA Mid Corp America, you are the owner of a variable life insurance or annuity contract (a Contract) issued by an insurance company and some or all of your contract value is invested, as provided by your contract, in Huntington VA Mid Corp America. For simplicity, the term shareholder refers to you. The term shares refers generally to your shares of beneficial interest in Huntington VA Mid Corp America. This Prospectus/Information Statement is being mailed or given to shareholders starting on or about April 17, 2014.
The Trust is organized as a Delaware statutory trust, and is not required to hold an annual meeting of its shareholders.
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THIS PROSPECTUS/INFORMATION STATEMENT IS FOR INFORMATIONAL PURPOSES ONLY. YOU DO NOT NEED TO DO ANYTHING IN RESPONSE TO THIS PROSPECTUS/INFORMATION STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY OR WRITTEN CONSENT, AND YOU ARE REQUESTED NOT TO SEND US A PROXY OR WRITTEN CONSENT.
The Board has fixed the close of business on [ ], 2014 as the record date for determination of shareholders entitled to receive this Prospectus/Information Statement (Record Date). As of the Record Date, the number of shares outstanding for Huntington VA Mid Corp America was [ ] shares.
The Board has approved an Agreement and Plan of Reorganization (the Reorganization Plan or the Plan), a copy of which is attached as Exhibit A to this Prospectus/Information Statement, providing for the transfer of all of the assets of Huntington VA Mid Corp America to the Huntington VA Situs (such actions taken in accordance with the Reorganization Plan being the Reorganization). The transfer will involve (a) an exchange of your shares of Huntington VA Mid Corp America for shares of Huntington VA Situs, which would be distributed pro rata by Huntington VA Mid Corp America to the holders of its shares in complete liquidation of Huntington VA Mid Corp America, and (b) the assumption by Huntington VA Situs of all of the liabilities of Huntington VA Mid Corp America. The total value of your investment will not change as a result of the Reorganization. Immediately after the Reorganization, you will hold the number of full or fractional shares of Huntington VA Situs which have an aggregate net asset value equal to the aggregate net asset value of the shares of Huntington VA Mid Corp America that you held immediately before the Reorganization.
Huntington VA Mid Corp America and Huntington VA Situs (each, a Fund, and together, the Funds) are each a separate, diversified series of the Trust. The primary investment objectives of the Huntington VA Mid Corp America and Huntington VA Situs are substantially similar, as follows:
Portfolio |
Investment Objective | |
Huntington VA Mid Corp America | Seek long-term capital appreciation by investing primarily in a diversified portfolio of securities consisting of common stocks and securities convertible into common stocks such as convertible bonds and convertible preferred stock. | |
Huntington VA Situs | Seek long-term capital appreciation. |
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This Prospectus/Information Statement explains concisely the information about Huntington VA Situs that you should know. Please read it carefully and keep it for future reference. Additional information concerning each Fund and the Reorganization is contained in the documents described below, all of which have been filed with the Securities and Exchange Commission (SEC):
Information about Huntington VA Mid Corp America: |
How to Obtain this Information: | |
Prospectus of the Trust relating to Huntington VA Mid Corp America, dated April 30, 2013, as supplemented
Statement of Additional Information of the Trust relating to Huntington VA Mid Corp America, dated April 30, 2013, as supplemented
Annual Report of the Trust relating to Huntington VA Mid Corp America for the year ended December 31, 2013 |
Copies are available upon request and without charge if you:
Visit www.huntingtonvafunds.com on the internet; or
Write to The Huntington Funds P.O. Box 6110 Indianapolis, IN 46206-6110; or
Call (800) 253-0412 toll-free. |
Information about Huntington VA Situs: |
How to Obtain this Information: | |
Prospectus of the Trust relating to Huntington VA Situs, dated April 30, 2013, as supplemented
Statement of Additional Information of the Trust relating to Huntington VA Situs, dated April 30, 2013, as supplemented
Annual Report of the Trust relating to Huntington VA Situs for the year ended December 31, 2013 |
Copies are available upon request and without charge if you:
Visit www.huntingtonvafunds.com on the internet; or
Write to The Huntington Funds P.O. Box 6110 Indianapolis, IN 46206-6110; or
Call (800) 253-0412 toll-free. |
Information about the Reorganization: |
How to Obtain this Information: | |
Statement of Additional Information dated April 17, 2014, which relates to this Prospectus/Information Statement and the Reorganization | Copies are available upon request and without charge if you:
Write to The Huntington Funds P.O. Box 6110 Indianapolis, IN 46206-6110; or
Call (800) 253-0412 toll-free. |
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You can also obtain copies of any of these documents without charge on the EDGAR database on the SECs Internet site at http://www.sec.gov. Copies are available for a fee by electronic request at the following e-mail address: publicinfo@sec.gov, or from the Public Reference Branch, Office of Consumer Affairs and Information Services, Securities and Exchange Commission, 100 F Street, N.E., Washington, D.C. 20549.
Information contained in the Prospectuses of Huntington VA Mid Corp America and Huntington VA Situs, each dated April 30, 2013 (SEC File No. 811-5010) are incorporated by reference in this document. (This means that such information is legally considered to be part of this Prospectus/Information Statement.) The Statement of Additional Information dated April 17, 2014, relating to this Prospectus/Information Statement and the Reorganization, which includes the Annual Reports of the Trust relating to Huntington VA Mid Corp America and Huntington VA Situs for the year ended December 31, 2013 (SEC File No. 811-5010), and pro forma financial information of the Trust relating to Huntington VA Situs for the twelve month period ended December 31, 2013, are each incorporated by reference into this document.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT DETERMINED THAT THE INFORMATION IN THIS PROSPECTUS/INFORMATION STATEMENT IS ACCURATE OR ADEQUATE, NOR HAS IT APPROVED OR DISAPPROVED THESE SECURITIES. ANYONE WHO TELLS YOU OTHERWISE IS COMMITTING A CRIMINAL OFFENSE.
An investment in Huntington VA Situs:
| is not a deposit of, or guaranteed by, any bank |
| is not insured by the FDIC, the Federal Reserve Board or any other government agency |
| is not endorsed by any bank or government agency |
| involves investment risk, including possible loss of the purchase payment of your original investment |
THIS SECTION SUMMARIZES THE PRIMARY FEATURES AND CONSEQUENCES OF THE REORGANIZATION. IT MAY NOT CONTAIN ALL OF THE INFORMATION THAT IS IMPORTANT TO YOU. TO UNDERSTAND THE REORGANIZATION, YOU SHOULD READ THIS ENTIRE PROSPECTUS/INFORMATION STATEMENT AND THE EXHIBIT.
This summary is qualified in its entirety by reference to the additional information contained elsewhere in this Prospectus/Information Statement, the Prospectuses and Statements of Information relating to the Funds and the Form of Agreement and Plan of Reorganization which is attached to this Prospectus/Information Statement.
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Overview: Reasons for The Reorganization
The Reorganization will combine two series of the Trust with similar investment objectives, Huntington VA Mid Corp America and Huntington VA Situs, into one and is designed to achieve operating efficiencies due to the spreading of fixed costs over a larger pool of assets in the surviving Fund. Each Fund serves as a funding vehicle for insurance contracts that are offered by Carey and Company, Hartford Life Insurance Company, Transamerica Life Insurance Company and Sun Life Assurance Company. The Board, including the Independent Trustees, unanimously approved the Reorganization Plan based on information requested by the Board and provided by Huntington Asset Advisors, Inc. (the Advisor). Before approving the Plan, the Trustees evaluated extensive information provided by management of the Trust and reviewed various factors about the Funds and the proposed Reorganization. The Trustees considered the similarity of investment objectives and relative performance of the Funds. Huntington VA Situs underperformed its benchmark for the one-year and since-inception periods ended December 31, 2013, and outperformed its benchmark for the five-year period ended December 31, 2013; whereas, Huntington VA Mid Corp America underperformed its benchmark for the one-, five- and ten-year periods ended December 31, 2013. Huntington VA Situs outperformed Huntington VA Mid Corp America for the three- and five-year periods ended December 31, 2013; Huntington VA Mid Corp America outperformed Huntington VA Situs for the one-year period ended December 31, 2013. The Trustees also considered the relative asset size of Huntington VA Mid Corp America, including the benefits of Huntington VA Mid Corp America joining Huntington VA Situs. Upon completion of the Reorganization, Huntington VA Situs may achieve operating efficiencies because it will have a greater level of assets. As of December 31, 2013, Huntington VA Mid Corp America and Huntington VA Situs total net assets were approximately $25,800,627 and $62,227,491, respectively. If the Reorganization is completed, Huntington VA Situs is expected to have total net assets of approximately $88,026,245. The Trustees also reasoned that the Reorganization would likely result in lower expenses for the Huntington VA Mid Corp America shareholders due to Huntington VA Situs having lower Total Annual Fund Operating Expenses, and the anticipated economies of scale achieved following the Reorganization.
Accordingly, in approving the Reorganization, the Board determined that the Reorganization would be in the best interests of Huntington VA Mid Corp America and its shareholders, and that the interests of the shareholders of Huntington VA Mid Corp America would not be diluted as a result of effecting the Reorganization.
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Impact of the Reorganization on Huntington VA Mid Corp America Shareholders
It is anticipated that the Reorganization will benefit you as follows, although no assurance can be given that the Reorganization will result in any such benefits:
| OPERATING EFFICIENCIES: Upon the reorganization of Huntington VA Mid Corp America into Huntington VA Situs, operating efficiencies may be achieved by Huntington VA Situs because it is expected to have a greater level of assets than is currently in either of the Funds. As of December 31, 2013, Huntington VA Mid Corp America had total net assets of approximately $25,800,627, while Huntington VA Situs had total net assets of approximately $62,227,491 as of that date. |
| COST CONSIDERATIONS: Following the Reorganization, the total annual operating expenses of Huntington VA Situs are expected to be lower than the total annual operating expenses of Huntington VA Mid Corp America. The Huntington VA Situs Funds total annual operating expenses may decrease compared to its pre-reorganization total annual operating expenses as a result of the anticipated increase in total net assets, whereby operating efficiencies may be achieved following the Reorganization. While no assurance can be provided, following the Reorganization, the total annual operating expenses of Huntington VA Situs may decrease over the long-term due to the spreading of fixed costs over a larger pool of assets so that shareholders of Huntington VA Situs may in the future benefit from lower expenses achieved through economies of scale. |
The Reorganization will not affect your Contract rights. The value of your Contract will remain the same immediately following the Reorganization. Huntington VA Situs will sell its shares on a continuous basis at net asset value only to insurance companies. Each insurance company will keep the same separate account. Your Contract values will be allocated to the same separate account and that separate account will invest in Huntington VA Situs after the Reorganization. After the Reorganization, your Contract values will depend on the performance of Huntington VA Situs rather than on that of Huntington VA Mid Corp America.
The Reorganization will not affect your right to purchase and redeem shares, to change among insurance companys separate account options, to annuitize, or to receive distributions as permitted by your Contract. After the Reorganization, you will be able under your current Contract to purchase additional shares of Huntington VA Situs. For more information, see Purchases and Redemptions, Exchanges and Dividends and Distributions below.
Although Huntington VA Mid Corp America and Huntington VA Situs have substantially similar investment objectives and similar principal investment strategies, some of the securities held by Huntington VA Mid Corp America may need to be sold in connection with the Reorganization for the purpose of complying with the investment policies or limitations of Huntington VA Situs. If such sales occur, the transaction costs will be borne by Huntington VA Mid Corp America. Such costs are ultimately borne by the Funds shareholders.
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Summary of the Agreement and Plan of Reorganization
The Plan sets forth the key features of the Reorganization. For a complete description of the Reorganization, see Exhibit A. The Plan generally provides for the following:
| the in-kind transfer of all of the assets of Huntington VA Mid Corp America to Huntington VA Situs in exchange for shares of Huntington VA Situs; |
| the assumption by Huntington VA Situs of all of the liabilities of Huntington VA Mid Corp America; |
| the liquidation of Huntington VA Mid Corp America by distribution of shares of Huntington VA Situs; and |
| the structuring of the Reorganization as a tax-free reorganization for federal income tax purposes. |
The Reorganization is expected to be completed on or about June 23, 2014.
COMPARISON OF THE HUNTINGTON VA MID CORP AMERICA AND
HUNTINGTON VA SITUS FUNDS
Investment Objectives; Principal Investment Strategies and Risks
The investment objectives of Huntington VA Situs and Huntington VA Mid Corp America are substantially similar, as each Fund seeks a long-term capital appreciation. Although the principal investment strategies of the Funds are similar, there are some differences between the Funds. Huntington VA Situs normally pursues its investment objective by investing primarily in equity securities of companies whose geographical, political and/or demographic situs positions them to outperform other companies. The Huntington VA Situs will invest at least 80% of its assets in equity securities and may also invest up to 20% in equity securities of foreign issuers. In managing Huntington VA Situs Funds portfolio, the Advisor utilizes a screening process that identifies companies based on situs, which is one or more geographical locations that are positioned and likely to allow the companies to outperform those in other locations. Examples of situs advantages include favorable political, social or economic factors or population demographics. While Huntington VA Situs may invest in companies of any size, smaller companies tend to be best positioned to outperform due to situs factors. In contrast, Huntington VA Mid Corp America normally invests 80% of its assets in common stocks of mid-cap companies. The Advisor emphasizes mid-cap companies with what it believes are above-average growth potential or with temporarily depressed prices. Huntington VA Mid Corp America also invests at least 80% of its assets in investments in the United States of America and at least 80% of its assets in investments in mid-cap companies.
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For detailed information about the principal investment strategies and risks of Huntington VA Situs, as well as each of its investment limitations and restrictions, see the current Prospectus and Statement of Additional Information for Huntington VA Situs, which is incorporated herein by reference.
The following summarizes a comparison of the Funds with respect to their principal investment strategies, as set forth in the Prospectus and Statement of Additional Information relating to each respective Fund.
Huntington VA Mid Corp America |
Huntington VA Situs | |||
Investment Objective |
Seek long-term capital appreciation by investing primarily in a diversified portfolio of securities consisting of common stocks and securities convertible into common stocks such as convertible bonds and convertible preferred stock. | Seek long-term capital appreciation. | ||
Principal Investment Strategy |
The Fund normally invests at least 80% of its assets in common stocks of mid cap companies. Mid cap companies are those companies with market capitalizations at the time of purchase in the range of companies in the Russell Midcap Index (RMCI) or the Standard & Poors MidCap 400 Index (S&P 400). As of May 31, 2012, the companies in the RMCI had a total market capitalization range of approximately $1.4 billion to $17.4 billion. As of April 10, 2013, the companies in the S&P 400 had a total market capitalization range of approximately $340 million to $15.4 billion.
In managing the Funds portfolio, the Advisor emphasizes mid cap companies with what it believes are above-average growth potential or with temporarily depressed prices. Evaluation techniques the Advisor typically uses in selecting individual securities include, but are not limited to, fundamental analysis, valuation techniques, and technical analysis. Fundamental analysis will focus on qualitative aspects of the companys product, management, and competitive strategy. Valuation techniques include quantitative screens to review historical earnings, revenue, and cash flow. Technical analysis will be deployed as it relates to the timing of trading the securities. The Fund may also invest in convertible bonds and convertible preferred stocks.
Because the Fund refers to the terms America and Mid Corp in its name, the Fund will invest normally at least 80% of its assets in investments in the United States of America and at least 80% of its investments in common stocks of mid cap companies. The Fund will notify shareholders at least 60 days in advance of any changes to these policies. |
The Fund normally pursues its investment objective by investing primarily in equity securities of companies whose geographical, political and/or demographic situs positions them to outperform other companies. Equity securities include common stocks, preferred stocks and securities convertible into common stocks such as convertible bonds and convertible preferred stocks which, if rated by a Nationally Recognized Statistical Ratings Organization (NRSRO), will be investment-grade at the time of investment. If a security has not received a rating from an NRSRO, the Fund must rely entirely upon the Advisors credit assessment that the security is comparable to investment-grade.
Under normal market conditions, the Advisor invests at least 80% of the Funds assets in equity securities.
The Fund may also invest up to 20% of its assets in the equity securities of foreign issuers.
In managing the Funds portfolio, the Advisor utilizes a screening process that identifies companies based on situs, which is one or more geographical locations that are positioned and likely to allow the companies to outperform those in other locations. Examples of situs advantages include favorable political, social or economic factors or population demographics. While the Fund may invest in companies of any size, smaller companies tend to be best positioned to outperform due to situs factors.
The Advisor also employs fundamental analysis, valuation techniques, and technical analysis. Fundamental analysis focuses on qualitative aspects of the companys product, management, and competitive strategy. Valuation techniques include quantitative screens to review historical earnings, revenue, and cash flow. Technical analysis will be deployed as it relates to the timing of trading the securities. |
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An investment in each Fund is subject to certain risks. There is no assurance that the investment performance of either Fund will be positive or that either Fund will meet its investment objective. The following discussion highlights the principal risks associated with investment in each of the Funds. The risks of the Funds are similar because the Funds have substantially similar investment objectives and similar principal investment strategies.
Huntington VA Situs and Huntington VA Mid Corp America
Each of the Funds has the following risks:
Call Risk. Issuers of securities may redeem the securities prior to maturity at a price below their current market value.
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Credit Risk. Issuers of securities in which the Fund invests may have their credit ratings downgraded or may default in the payment of principal or interest on the securities, which would cause the Fund to lose money.
Equity Securities Risk. The price of equity securities in the Funds portfolio will fluctuate based on changes in a companys financial condition and on market and economic conditions.
Interest Rate Risk. The value of the Funds investments in fixed income securities may decline when prevailing interest rates rise or increase when interest rates go down. The longer a securitys maturity or duration, the greater its value will change in response to changes in interest rates. The interest earned on the Funds investments in fixed income securities may decline when prevailing interest rates decline.
Investment Style Risk. The type of securities in which a Fund invests may underperform other assets or the overall market.
Market Risk. The value of securities in the Funds portfolio will fluctuate and, as a result, the Funds share price may decline suddenly or over a sustained period of time.
Mid/Small Cap Stock Risk. Because the smaller companies in which the Fund may invest may have unproven track records, a limited product or service base and limited access to capital, they may be more likely to fail than larger companies.
Huntington VA Situs
Huntington VA Situs Fund has the following additional risks:
Emerging Markets Risk. In addition to all of the risks of investing in foreign developed markets, emerging market securities involve risks attendant to less mature and stable governments and economies, lower trading volume, trading suspension, security price volatility, proceed repatriation restrictions, government confiscation, inflation, deflation, currency devaluation and adverse government regulations of industries or markets. As a result of these risks, the prices of emerging market securities tend to be more volatile than the securities of issuers located in developed markets.
Foreign Custodial Services and Related Investment Costs Risk. Foreign custodial services are generally more expensive in foreign jurisdictions than in the United States. In addition, because the procedures for settling securities transactions in foreign markets differ from those in the United States, it may be more difficult for the Fund to make intended purchases and sales of securities in foreign countries.
Foreign Investment Risk. Investments in foreign securities tend to be more volatile and less liquid than investments in U.S. securities because, among other things, they involve risks relating to political, social and economic developments abroad, as well as risks resulting from differences between the regulations and reporting standards and practices to which U.S. and foreign issuers
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are subject. To the extent foreign securities are denominated in foreign currencies, their values may be adversely affected by changes in currency exchange rates. All of the risks of investing in foreign securities are typically increased by investing in emerging market countries.
The Reorganization is expected to result in an overall decrease in annual fund operating expenses. The investment management fee charged by the Advisor for Huntington VA Situs is equal to the investment management fee charged for Huntington VA Mid Corp America and the fee rates to be charged by the various service providers to Huntington VA Situs are the same or lower than the fee rates charged to Huntington VA Mid Corp America. In addition, shareholders may benefit from overall lower expenses in the Huntington VA Situs Fund. More detailed information about the annual fund operating expenses for the each Fund is set forth in the Prospectus.
The following tables show the various sales charges, fees and expenses that you may pay for buying, holding and redeeming shares of each Fund. The Huntington VA Situs Pro Forma table below reflects what expenses are anticipated to be, based upon the Reorganization having taken place on June 23, 2014.
THESE TABLES DO NOT REFLECT THE CHARGES AND FEES ASSESSED BY THE INSURANCE COMPANY UNDER YOUR CONTRACT. IF THOSE FEES AND EXPENSES HAD BEEN INCLUDED, YOUR COSTS WOULD BE HIGHER.
Huntington VA Mid Corp America
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) |
||||
Management Fees |
0.60 | % | ||
Other Expenses* |
0.37 | % | ||
Acquired Fund Fees and Expenses |
0.00 | % | ||
|
|
|||
Total Annual Fund Operating Expenses(1) |
0.97 | % |
(1) | Huntington Asset Advisors, Inc. (the Advisor) has contractually agreed to waive all or a portion of its investment advisory fee (based on average daily net assets) and/or reimburse certain operating expenses of the Fund to the extent necessary in order to limit the Funds total annual fund operating expenses (after the fee waivers and/or expense reimbursements, and exclusive of acquired fund fees and expenses, brokerage costs, interest, taxes and dividends, and extraordinary expenses) to not more than 1.00% of the Funds daily net assets through April 30, 2015. This arrangement may only be terminated prior to this date with the agreement of the Funds Board of Trustees. Under certain conditions, the Advisor may recapture operating expenses reimbursed under these arrangements for a period of three years following the fiscal year in which such reimbursement occurred. Any amounts recaptured by the Advisor may not cause the Funds total annual fund operating expenses to exceed the stated expense caps. |
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Huntington VA Situs
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) |
||||
Management Fees |
0.60 | % | ||
Other Expenses* |
0.34 | % | ||
Acquired Fund Fees and Expenses |
0.00 | % | ||
|
|
|||
Total Annual Fund Operating Expenses |
0.94 | % | ||
|
|
Huntington VA Situs (Pro Forma)
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) |
||||
Management Fees |
0.60 | % | ||
Other Expenses* |
0.35 | % | ||
Acquired Fund Fees and Expenses |
0.00 | % | ||
|
|
|||
Total Annual Fund Operating Expenses(1) |
0.95 | % | ||
|
|
(1) | Huntington Asset Advisors, Inc. (the Advisor) has contractually agreed to waive all or a portion of its investment advisory fee (based on average daily net assets) and/or reimburse certain operating expenses of the Fund to the extent necessary in order to limit the Funds total annual fund operating expenses (after the fee waivers and/or expense reimbursements, and exclusive of acquired fund fees and expenses, brokerage costs, interest, taxes and dividends, and extraordinary expenses) to not more than 1.00% of the Funds daily net assets through April 30, 2015. This arrangement may only be terminated prior to this date with the agreement of the Funds Board of Trustees. Under certain conditions, the Advisor may recapture operating expenses reimbursed under these arrangements for a period of three years following the fiscal year in which such reimbursement occurred. Any amounts recaptured by the Advisor may not cause the Funds total annual fund operating expenses to exceed the stated expense caps. |
* | Includes Administration fees, Custodian fees, Transfer agent fees, Trustee fees, Pricing fees, Audit fees, Legal fees, Printing fees, Insurance fees, Chief Compliance Officer fees and Miscellaneous fees. |
The tables below show examples that are intended to help you compare the cost of investing in the Funds and Huntington VA Situs Pro Forma, assuming the Reorganization takes place. The examples assume that you invest $10,000 in the Funds for the one, three, five and ten year periods as indicated. They show your costs if you sold your shares at the end of the period or continued to hold them. The examples also assume that your investment has a 5% return each year and that each Funds operating expenses remain the same for the Huntington VA Mid Corp America, Huntington VA Situs and Huntington VA Situs pro forma. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
THE EXAMPLES DO NOT REFLECT THE FEES, EXPENSES OR WITHDRAWAL CHARGES IMPOSED BY THE CONTRACTS FOR WHICH THE PORTFOLIOS SERVE AS INVESTMENT VEHICLES. IF THOSE FEES AND EXPENSES HAD BEEN INCLUDED, YOUR COSTS WOULD BE HIGHER.
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Examples of Fund Expenses
One Year | Three Years |
Five Years |
Ten Years | |||||
Huntington VA Mid Corp America |
$99 | $309 | $536 | $1,190 | ||||
Huntington VA Situs |
$96 | $300 | $520 | $1,155 | ||||
Huntington VA Situs (Pro Forma) |
$97 | $303 | $525 | $1,166 |
Each Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rates were 26% and 4% of the average value of the portfolios of Huntington VA Situs and Huntington VA Mid Corp America, respectively.
The following charts show the past performance record of each Fund. Past performance is not an indication of future results. The Funds may also experience short-term performance swings as indicated in the high and low quarter information at the bottom of each chart.
Huntington VA Mid Corp America
The performance information shown below will help you analyze the Funds investment risks in light of its historical returns. The bar chart shows the variability of the Funds total returns on a calendar year-by-year basis. The Average Annual Total Return table shows returns averaged over the stated periods compared with those of a broad measure of market performance. The Funds performance will fluctuate, and past performance is not necessarily an indication of future results.
The returns in the bar chart and the table below DO NOT reflect variable insurance separate account and contract fees and charges. If these fees and charges were included, the returns would be lower than those shown.
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Performance Bar Chart and Table (for the year ended December 31)
Best Quarter |
Q3 2009 | 17.56 | % | |||||
Worst Quarter |
Q4 2008 | 26.53 | % |
Return before taxes is shown. This table compares the Funds average annual total returns for the period ended 12/31/13, to those of Standard & Poors MidCap 400 Index (S&P 400 MC) and the Lipper Mid Cap Core Average (LMCC). The S&P 400 MC is a capitalization-weighted index comprised of common stocks representing all major industries in the mid-cap range sector of the U.S. stock market. LMCC 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.
Average Annual Total Return Table
(for the period ended December 31, 2013)
1 Year | 5 Years | 10 Years | ||||||||||
Huntington VA Mid Corp America |
32.34% | 19.44% | 8.61% | |||||||||
Standard & Poors MidCap 400 Index |
33.50% | 21.89% | 10.36% | |||||||||
Lipper Mid Cap Core Average |
35.05% | 20.68% | 9.14% |
Huntington VA Situs
The performance information shown below will help you analyze the Funds investment risks in light of its historical returns. The bar chart shows the variability of the Funds total returns on a calendar year-by-year basis. The Average Annual Total Return table shows returns averaged over the stated periods compared with those of a broad measure of market performance. The Funds performance will fluctuate, and past performance is not necessarily an indication of future results.
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The returns in the bar chart and the table below DO NOT reflect variable insurance separate account and contract fees and charges. If these fees and charges were included, the returns would be lower than those shown.
Performance Bar Chart and Table (for the year ended December 31)
Best Quarter |
Q2 2009 | 19.85 | % | |||||
Worst Quarter |
Q4 2008 | 25.87 | % |
Return before taxes is shown. This table compares the Funds average annual total returns for the period ended 12/31/13, to those of the Standard & Poors Small Cap 600 Index (S&P 600) and the Standard & Poors Midcap 400 Index (S&P 400). 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 S&P 400 is a capitalization-weighted index comprised of common stocks representing all major industries in the mid-range of the U.S. stock market.
Average Annual Total Return Table
(for the period ended December 31, 2013)
1 Year | 5 Years | Since Inception (5/3/04) |
||||||||||
Huntington VA Situs |
31.92% | 22.53% | 10.65% | |||||||||
Standard & Poors Small Cap 600 Index |
41.31% | 21.37% | 10.73% | |||||||||
Standard & Poors MidCap 400 Index |
33.50% | 21.89% | 10.55% |
For a detailed discussion of the manner of calculating total return, please see the Statement of Additional Information for Huntington VA Situs. Generally, the calculations of total return assume the reinvestment of all dividends and capital gain distributions on the reinvestment date and the deduction of all recurring expenses that were charged to shareholders accounts.
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Important information about Huntington VA Situs is also contained in managements discussion of Huntington VA Situs performance which appears in the most recent Annual Report of the Trust relating to Huntington VA Situs.
Investment Advisor
The Trustees of the Trust are responsible for generally overseeing the conduct of each Funds business. The Advisor, whose address is Huntington Center, 41 South High Street, Columbus, Ohio 43215, serves as investment advisor to the Funds pursuant to investment advisory agreements with the Trust.
Subject to the supervision of the Trustees, the Advisor provides a continuous investment program for the Funds, including investment research and management with respect to all securities, instruments, cash and cash equivalents in the Funds.
Huntington Asset Advisors, Inc., (the Advisor), is a separate, wholly owned subsidiary of Huntington National Bank (Huntington Bank), and is the investment advisor to the Huntington Funds. As of December 31, 2013, the Advisor had assets under management of $3.8 billion. The Advisor (and its predecessor) has served as investment advisor to the Funds since 1987.
Huntington Bank, 41 South High Street, Columbus, Ohio 43215, is a direct, wholly-owned subsidiary of Huntington Bancshares Incorporated, a Maryland corporation with executive offices located at Huntington Center, 41 South High Street, Columbus, Ohio 43215. As of December 31, 2013, Huntington Bank had assets of over $59 billion.
As compensation for its investment advisory services, each Fund pays the Advisor 0.60% of the average daily net assets of each Fund.
Portfolio Managers
B. Randolph Bateman and Christopher M. Rowane are jointly and primarily responsible for the day-to-day management of Huntington VA Mid Corp America, while Mr. Bateman is also primarily responsible for the day-to-day management of Huntington VA Situs.
B. Randolph Bateman has served as Co-Portfolio Manager of Huntington VA Mid Corp America since 2013 and as Portfolio Manager of Huntington VA Situs since 2004. He is President and Chief Investment Officer of the Advisor. Mr. Bateman joined The Huntington National Bank in 2000 as Chief Investment Officer. Mr. Bateman served as Senior Vice President of Star Bank from 1988 through 2000. Mr. Bateman holds a Chartered Financial Analyst designation. He received his Bachelors Degree from North Carolina State University.
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Christopher M. Rowane has served as Co-Portfolio Manager for Huntington VA Mid Corp America since 2001. He is Senior Vice President of the Advisor. Mr. Rowane joined Huntington Bank in 2000 and is a Senior Vice President and member of its Investment Policy Committee. He has been the Regional Manager for the Investment Management Team in Southern Ohio, Kentucky and Indiana since 2000. Mr. Rowane served as Director of Portfolio Management for Firstar from 1993 through 2000. Mr. Rowane holds a Chartered Financial Analyst designation. He received his Bachelors Degree and M.B.A. from Gannon University.
For more detailed information about the portfolio managers, including each portfolio managers principal occupation for the past five years, compensation information and other accounts managed, see the Prospectus and Statement of Additional Information for each Fund.
INFORMATION ABOUT THE REORGANIZATION
Reasons for the Reorganization
At a meeting held on January 30, 2014, the Board, including the Independent Trustees, unanimously approved the Reorganization Plan based on information requested by the Board and provided by the Advisor. In approving the Reorganization, the Board determined that the Reorganization would be in the best interests of Huntington VA Mid Corp America and its shareholders, and that the interests of the shareholders of Huntington VA Mid Corp America would not be diluted as a result of effecting the Reorganization.
Before approving the Plan, the Trustees evaluated extensive information provided by management of the Trust and reviewed various factors about the Funds and the proposed Reorganization. The Trustees considered the relative asset size of Huntington VA Mid Corp America, including the benefits of Huntington VA Mid Corp America joining Huntington VA Situs.
The Trustees reviewed the historical performance record of each Fund and also noted that the Huntington VA Situs outperformed Huntington VA Mid Corp America for the three- and five-year periods ended December 31, 2013; Huntington VA Mid Corp America outperformed Huntington VA Situs for the one-year period ended December 31, 2013. Huntington VA Situs underperformed its benchmark for the one-year and since-inception periods ended December 31, 2013, and outperformed its benchmark for the five-year period ended December 31, 2013; whereas, Huntington VA Mid Corp America underperformed its benchmark for the one-, five- and ten-year periods ended December 31, 2013.
Upon completion of the Reorganization, Huntington VA Situs may achieve operating efficiencies because it will have a greater level of assets. As of December 31, 2013, Huntington VA Mid Corp America had total net assets of approximately $25,800,627, while Huntington VA Situs had total net assets of approximately $62,227,491, as of that date. If the Reorganization is completed, Huntington VA Situs is expected to have total net assets of approximately
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$88,026,245. The Trustees considered the substantially similar investment objectives, similar investment strategies and relative performance of the Funds. The Trustees also reasoned that the Reorganization would likely result in lower expenses to the Huntington VA Mid Corp America shareholders due to Huntington VA Situs having lower Total Annual Fund Operating Expenses.
In addition, the Trustees considered, among other things:
| the fact that Huntington VA Mid Corp America has lacked the necessary assets to operate cost-effectively; |
| the fact that the Funds have substantially similar investment objectives and similar principal investment strategies and restrictions, and Huntington VA Situs will be managed by the same Advisor; |
| the terms and conditions of the Reorganization; |
| the fact that the Reorganization would not result in the dilution of shareholders interests; |
| the expense ratios, fees and expenses of Huntington VA Mid Corp America and the fact that the anticipated expense ratios after fee waivers, fees and expenses of Huntington VA Situs will be lower than that of the Huntington VA Mid Corp America; |
| the investment objective and policies of each Fund; |
| the composition of each Funds portfolio; |
| the differences in the risks of each Fund; |
| the fact that Huntington VA Situs has better performance than Huntington VA Mid Corp America over the three- and five-year periods ended December 31, 2013, although Huntington VA Mid Corp America outperformed over the one-year period ended December 31, 2013; |
| the potential benefits to shareholders, including operating efficiencies that may be achieved from the Reorganization; |
| the fact that both Funds are classified as Mid-Cap Core by Lipper; |
| the fact that Huntington VA Situs will assume all of the liabilities of Huntington VA Mid Corp America; |
| the fact that the Reorganization is expected to be a tax-free transaction for federal income tax purposes; and |
| alternatives available to shareholders of Huntington VA Mid Corp America, including the ability to redeem their shares. |
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During their consideration of the Reorganization, the Independent Trustees of the Trust discussed with counsel to the Independent Trustees the legal issues involved.
After consideration of the factors noted above, together with other factors and information considered to be relevant, and recognizing that there can be no assurance that any operating efficiencies or other benefits will in fact be realized, the Trustees of the Trust concluded that the proposed Reorganization would be in the best interests of Huntington VA Mid Corp America and its shareholders. Consequently, they approved the Plan on behalf of the shareholders of Huntington VA Mid Corp America.
The Trustees of the Trust have also approved the Plan on behalf of Huntington VA Situs.
Agreement and Plan of Reorganization
Below is a summary of the important terms of the Reorganization Plan. This summary is qualified in its entirety by reference to the Reorganization Plan itself, a form of which is set forth in Exhibit A to this Prospectus/Information Statement, and which we encourage you to read in its entirety.
The Reorganization is expected to take effect on or before June 23, 2014 (the Closing Date), although that date may be adjusted in accordance with the Reorganization Plan.
General Information
The Reorganization Plan provides that all of the assets of Huntington VA Mid Corp America will be acquired by Huntington VA Situs in exchange for shares of Huntington VA Situs and the assumption by Huntington VA Situs of all of the liabilities of Huntington VA Mid Corp America on or about June 23, 2014 or such other date as may be agreed upon by the parties (the Closing Date).
On or prior to the Closing Date, Huntington VA Mid Corp America will declare a dividend or dividends and distribution or distributions which, together with all previous dividends and distributions, shall have the effect of distributing to the Funds record holders all of the Funds investment company taxable income for the taxable period ending on the Closing Date (computed without regard to any deduction for dividends paid) and all of the Funds net capital gains realized in all taxable periods ending on the Closing Date (after reductions for any capital loss carryforward).
The number of full and fractional shares of each class of Huntington VA Situs to be received by shareholders of Huntington VA Mid Corp America will be determined by multiplying the number of outstanding full and fractional shares of each class of Huntington VA
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Mid Corp America by a factor which shall be computed by dividing the net asset value (NAV) per share of Huntington VA Mid Corp America by the NAV per share of the corresponding class of shares of Huntington VA Situs. These computations will take place as of the Valuation Time. The NAV per share of Huntington VA Situs and Huntington VA Mid Corp America will be determined by dividing assets, less liabilities, by the total number of outstanding shares.
Immediately thereafter, Huntington VA Mid Corp America will liquidate and distribute the shares received from Huntington VA Situs to its shareholders. This will be accomplished by opening an account on the books of Huntington VA Situs in the name of each shareholder of record of Huntington VA Mid Corp America and transferring Huntington VA Situs shares to each such account in complete liquidation of Huntington VA Mid Corp America. Each account will represent the pro rata number of full and fractional shares of Huntington VA Situs due to the respective Huntington VA Mid Corp America shareholders. All issued and outstanding shares of Huntington VA Mid Corp America will be canceled. The shares of Huntington VA Situs to be issued will have no preemptive or conversion rights and no share certificates will be issued. After these distributions and the winding up of its affairs, Huntington VA Mid Corp America will be terminated as a series of the Trust.
Until the Closing Date, shareholders of Huntington VA Mid Corp America will continue to be able to redeem their shares at the NAV per share next determined after receipt by Huntington VA Mid Corp Americas transfer agent of a redemption request in proper form. After the Reorganization, all of the issued and outstanding shares of Huntington VA Mid Corp America will be canceled on the books of Huntington VA Mid Corp America, and the share transfer books of Huntington VA Mid Corp America will be permanently closed. If the Reorganization is consummated, shareholders will be free to redeem the shares of Huntington VA Situs that they receive in the transaction at their then-current NAV. Shareholders of Huntington VA Mid Corp America may wish to consult their tax advisors as to any different consequences of redeeming their shares prior to the Reorganization or exchanging such shares for shares of Huntington VA Situs following the Reorganization.
Other Provisions
The Reorganization is subject to a number of conditions set forth in the Reorganization Plan. Certain of these conditions may be waived by the Board of Trustees. The significant conditions include receipt by the Board and the Trust of an opinion of counsel as to certain federal income tax aspects of the Reorganization. The Reorganization Plan may be terminated and the Reorganization abandoned at any time prior to the Closing Date by the Board of Trustees.
In the proposed Reorganization, shareholders of Huntington VA Mid Corp America will receive shares of Huntington VA Situs and will be able to purchase, redeem and exchange shares and receive distributions the same way as they currently do with respect to their shares of Huntington VA Mid Corp America.
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Prior to or at the completion of the Reorganization, Huntington VA Mid Corp America and Huntington VA Situs will have each received an opinion from the law firm of Sullivan & Worcester LLP that, while not entirely free from doubt, the reorganization will qualify as a tax-free reorganization within the meaning of section 368(a) of the United States Internal Revenue Code of 1986, as amended (the Code). Accordingly, it is believed that no gain or loss generally will be recognized by Huntington VA Mid Corp America or Huntington VA Situs or their respective shareholders. See Federal Income Tax Consequences for more information on the federal tax consequences of the Reorganization.
At a meeting held on January 30, 2014, the Board approved the Reorganization Plan, finding that the Reorganization is in the best interests of Huntington VA Mid Corp America and its shareholders.
Each Fund has the same purchase and redemption procedures. You may purchase shares only through variable annuity contracts or variable life insurance policies offered by participating insurance companies. Fund shares are not offered directly to the public. You may redeem shares only through participating insurance companies.
For more information, see the section Shareholder Guide in the respective Fund prospectus.
Each Fund has the same exchange policy. Exchanges may only be made between Funds having identical shareholder registrations. For any other exchanges you must obtain a New Technology Medallion Signature Guarantee.
Unless otherwise specified in writing, the existing registration relating to a Fund being exchanged will be used for any new Fund accounts required to be opened in the exchange.
Exchanges will not be available for Shares purchased by check until the check has cleared.
The Funds have the same dividend distribution policy. Each Fund declares and pays dividends on investment income, if any, monthly. Each Fund distributes its capital gains at least annually. All dividends and distributions payable to a holder of Shares will be automatically reinvested in additional Shares of the Fund, unless election is made on behalf of a participating insurance company to receive some or all of a dividend or distribution in cash. See the respective Funds prospectuses for further information concerning dividends and distributions.
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Huntington VA Mid Corp America and Huntington VA Situs currently operate on a fiscal year ending December 31. Following the Reorganization, Huntington VA Mid Corp America will assume the financial history of Huntington VA Situs and continue to operate on a fiscal year ending December 31 of each year.
Expenses of the Reorganization
The expenses associated with the transactions contemplated by the Reorganization Plan shall be borne by the Funds. The expenses of the reorganization are estimated to be $16,800, and will be allocated to each Fund on a pro-rata basis.
Federal Income Tax Consequences
The Reorganization is intended to qualify for federal income tax purposes as a tax-free reorganization within the meaning of Section 368(a) of the Code. No gain or loss will be recognized as a consequence of the Reorganization by Huntington VA Mid Corp America (except to the extent that such assets consist of contracts described in Section 1256 of the Code), nor will a gain or loss be recognized by the shareholders of Huntington VA Mid Corp America as a result of Huntington VA Situss distribution of its corresponding Fund shares to such shareholders in exchange for such shareholders Huntington VA Mid Corp America Fund shares. In addition, a shareholders tax basis for shares held in Huntington VA Mid Corp America will carry over to the shares of Huntington VA Situs acquired in the Reorganization, and the holding period for shares held as a capital asset also will carry over to Huntington VA Situs shares received in the Reorganization. As a condition to the closing of the proposed Reorganization, each of the Trust and the Acquiring Fund shall have received a legal opinion from Sullivan & Worcester LLP to the effect that, while the matter is not entirely free from doubt, the Reorganization will qualify as a tax-free reorganization with the foregoing tax consequences. That opinion will be based upon certain assumptions and conditions and on the representations set forth in the Reorganization Plan (and, if such counsel requests, in separate letters from the Trust and the Acquiring Fund) being true and complete at the time of the Closing Date and the Reorganizations being consummated in accordance with the Reorganization Plan (without the waiver or modification of any terms or conditions thereof and without taking into account any amendment thereof that counsel has not approved).
Opinions of counsel are not binding upon the Internal Revenue Service (IRS) or the courts. If a Reorganization is consummated but does not qualify as a tax-free reorganization under the Code, Huntington VA Mid Corp America would recognize gain or loss on the transfer of its assets to Huntington VA Situs and each shareholder of Huntington VA Mid Corp America would recognize a gain or loss equal to the difference between its tax basis in the shares of Huntington VA Mid Corp America and the fair market value of the shares of Huntington VA Situs it receives. However, because the separate accounts that hold the Fund shares do not pay any taxes, no tax liability would result from any such gain and no tax benefit would result from any such loss.
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Immediately prior to the Closing Date, Huntington VA Mid Corp America shall have declared and paid a distribution or distributions that, together with all previous distributions, shall have the effect of distributing to its shareholders: (i) all of its investment company taxable income and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to 4:00 p.m. Eastern Time on the Closing Date, and (ii) any undistributed investment company taxable income and net realized capital gains from any period to the extent not otherwise already distributed.
You should consult your tax adviser regarding the effect, if any, of the proposed Reorganization in light of your individual circumstances. Since the foregoing discussion relates only to the federal income tax consequences of the Reorganization, you should also consult your tax adviser as to state and local tax consequences, if any, of the Reorganization.
The following table sets forth the capitalization of the Funds as of December 31, 2013, and the capitalization of Huntington VA Situs on a pro forma basis as of that date, giving effect to the proposed acquisition of assets at net asset value. The pro forma data reflects an exchange ratio of approximately .9539 shares of Huntington VA Situs for each share of Huntington VA Mid Corp America.
Capitalization of Huntington VA Mid Corp America, Huntington VA Situs and
Huntington VA Situs (Pro Forma)
Huntington VA Mid Corp America |
Huntington VA Situs |
Adjustments | Huntington VA Situs Pro Forma (After Reorganization) |
|||||||||||||
Net Assets |
$ | 25,800,627 | $ | 62,227,491 | $ | (1,873 | )(1) | $ | 88,026,245 | |||||||
Total Net Assets |
$ | 25,800,627 | $ | 62,227,491 | $ | (1,873 | )(1) | $ | 88,026,245 | |||||||
Net Asset Value Per Share |
$ | 22.85 | $ | 23.95 | $ | 23.95 | ||||||||||
Shares Outstanding |
1,129,298 | 2,598,170 | (52,050 | ) | 3,675,418 | |||||||||||
Total Shares Outstanding |
1,129,298 | 2,598,170 | (52,050 | ) | 3,675,418 |
(1) | Reflects estimated merger expenses of $16,800 and an adjustment to prepaid expenses of $14,927. The resulting net effect is $(1,873). |
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The table set forth above should not be relied upon to calculate the number of shares to be received in the Reorganization; the actual number of shares to be received will depend upon the net asset value and number of shares outstanding of each Fund at the time of the Reorganization.
No discussion is included here as to the federal income tax consequences at the shareholder level because the separate accounts are the only Record Holders of the Funds Shares. For information regarding the tax consequences of Contract ownership, please see the prospectus for the relevant Contract.
Payments to Insurance Companies and Their Affiliates
Neither Fund is sold directly to the general public but instead each Fund is offered as an underlying investment option for Contracts issued by insurance companies that are affiliated with the Fund and the Advisor. As a result of these affiliations, the insurance companies may benefit more from offering a Fund as an investment option in the Contracts than offering other unaffiliated portfolios. The Funds and their related companies may also make payments to the sponsoring insurance companies (or their affiliates) for distribution and/or other services. The benefits to the insurance companies of offering the Funds over unaffiliated funds and these payments may be factors that the insurance companies consider in including the Funds as an underling investment option in the Contracts and may create a conflict of interest. The prospectus for your Contract contains additional information about these payments.
Certain of the Funds of the Trust sell shares to the separate accounts of insurance companies as a funding vehicle for the Contracts offered by the insurance companies. Expenses of Huntington VA Situs are passed through to the insurance companys separate accounts and are ultimately borne by Contract owners. In addition, other fees and expenses are assessed by the insurance company at the separate account level. (The insurance company Contract Prospectus describes all fees and charges relating to a Contract.) Huntington VA Situs may also offer shares to other separate accounts of other insurers if approved by the Board of Trustees.
Unified Financial Securities, Inc. (UFS) serves as the Distributor of The Huntington Funds and is affiliated with the Huntington National Bank. The address of UFS is 2960 North Meridian Street, Suite 300, Indianapolis, Indiana, 46208. UFS distributes the Contracts, and Huntington VA Situss shares underlying such Contracts, directly and through broker-dealers, banks or other financial intermediaries.
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In connection with the Reorganization, no sales charges are imposed. Certain sales or other charges are imposed by the Contracts for which Huntington VA Situs serves as an investment vehicle. More detailed descriptions of the classes of shares and the distribution arrangements applicable to each class of shares are contained in the Prospectus and Statement of Additional Information relating to Huntington VA Situs.
COMPARATIVE INFORMATION ON SHAREHOLDERS RIGHTS
Huntington VA Mid Corp America and Huntington VA Situs are series of the Trust, an open-end management investment company registered with the SEC under the 1940 Act. The Trust was reorganized as a Delaware statutory trust in June 2006, and is governed by its Declaration of Trust and By-Laws, as amended, its Board of Trustees, and applicable Delaware and federal law. The Trust is organized as a series company as that term is used in Rule 18f-2 under the 1940 Act. The series of the Trust currently consist of Huntington VA Mid Corp America and Huntington VA Situs and 31 other mutual funds of various asset classes.
The beneficial interests in the Trust are represented by an unlimited number of transferable shares of beneficial interest, no par value, of one or more series. The Declaration of Trust of the Trust permits the Trustees to allocate shares into one or more series, and classes thereof, with rights determined by the Trustees, all without shareholder approval. Fractional shares may be issued by each Fund.
Shareholders of each Fund are entitled to receive dividends and other amounts as determined by the Trustees. Shareholders of each Fund vote separately, by Fund, as to matters, such as changes in fundamental investment restrictions, that affect only their particular Fund.
Under Delaware law, shareholders of a Delaware statutory trust are entitled to the same limitation of personal liability extended to stockholders of Delaware corporations. To the extent that the Trust or a shareholder of the Trust is subject to the jurisdiction of courts in other states, it is possible that a court may not apply Delaware law and may thereby subject shareholders of the Trust to liability. To guard against this risk, the Trusts Declaration of Trust (a) provides that any written obligation of the Trust may contain a statement that such obligation may only be enforced against the assets of the Trust or the particular series in question and the obligation is not binding upon the shareholders of the Trust; however, the omission of such a disclaimer will
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not operate to create personal liability for any shareholder; and (b) provides for indemnification out of Trust property of any shareholder held personally liable for the obligations of the Trust. Accordingly, the risk of a shareholder of the Trust incurring financial loss beyond that shareholders investment because of shareholder liability is limited to circumstances in which: (1) a court refuses to apply Delaware law; (2) no contractual limitation of liability was in effect; and (3) the Trust itself is unable to meet its obligations. In light of Delaware law, the nature of the Trusts business, and the nature of its assets, the risk of personal liability to a shareholder of the Trust is remote.
Shareholder Meetings and Voting Rights
The Trust, on behalf of Huntington VA Mid Corp America and Huntington VA Situs, is not required to hold annual meetings of shareholders. However, a meeting of shareholders for the purpose of voting upon the question of removal of a Trustee must be called when requested in writing by the holders of at least 10% of the outstanding shares of the Trust. In addition, the Trust is required to call a meeting of shareholders for the purpose of electing Trustees if, at any time, less than a majority of the Trustees then holding office were elected by shareholders. The Trust currently does not intend to hold regular shareholder meetings. Cumulative voting is not permitted in the election of Trustees of the Trust.
Except when a larger quorum is required by applicable law or the applicable governing documents, 33 1/3% of the shares entitled to vote constitutes a quorum for consideration of a matter at a shareholders meeting. When a quorum is present at a meeting, a majority (greater than 50%) of the shares voted is sufficient to act on a matter and a plurality of the shares voted is required to elect a Trustee (unless otherwise specifically required by the applicable governing documents or other law, including the 1940 Act).
A Trustee of the Trust may be removed with or without cause at a meeting of shareholders by a vote of two-thirds of the outstanding shares of the Trust, or with or without cause by the vote of two-thirds of the number of Trustees prior to removal.
Under the Trusts Declaration of Trust, each shareholder is entitled to one vote for each dollar of net asset value of each share owned by such shareholder and each fractional dollar amount is entitled to a proportionate fractional vote.
The Trusts Declaration of Trust provides that unless otherwise required by applicable law (including the 1940 Act), the Board of Trustees may, without obtaining a shareholder vote: (1) reorganize the Trust as a corporation or other entity, (2) merge the Trust into another entity, or merge, consolidate or transfer the assets and liabilities or class of shares to another entity, and (3) combine the assets and liabilities held with respect to two or more series or classes into assets and liabilities held with respect to a single series or class.
Under certain circumstances, the Trustees of the Trust may also terminate the Trust, a series, or a class of shares, upon written notice to the shareholders.
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In the event of the liquidation of the Trust, either Fund or a class of shares, the shareholders are entitled to receive, when and as declared by the Trustees, the excess of the assets belonging to the Trust, the Fund or attributable to the class over the liabilities belonging to the Trust, the Fund or attributable to the class. The assets so distributable to shareholders of the Fund will be distributed among the shareholders in proportion to the dollar value of shares of such Fund or class of the Fund held by them on the date of distribution.
Liability and Indemnification of Trustees
The Declaration of Trust of the Trust provides that no Trustee or officer shall be liable to the Trust or to any shareholder, Trustee, officer, employee or agent of the Trust for any action or failure to act except for his or her own willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties involved in the conduct of his or her office. The Declaration of Trust provides that present and former Trustees or officers are generally entitled to indemnification against liabilities and expenses with respect to claims related to their position with the Funds unless, in the case of any liability to the Funds or their shareholders, such Trustee or officer is liable by reason of his or her willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties involved in the conduct of his or her office.
The foregoing is only a summary of certain characteristics of the operations of the Declaration of Trust of the Trust, its Bylaws and Delaware and federal law and is not a complete description of those documents or law. Shareholders should refer to the provisions of such Declaration of Trust, Bylaws and Delaware and federal law directly for more complete information.
As of December 31, 2013 the total number of shares of Huntington VA Mid Corp America outstanding was as follows:
Number of Shares |
||||
Total |
1,129,298 |
As of December 31, 2013, the officers and Trustees of the Trust, as a group, owned beneficially or of record less than 1% of the outstanding shares of Huntington VA Mid Corp America.
As of December 31, 2013, the officers and Trustees of the Trust, as a group, owned beneficially or of record less than 1% of the outstanding shares of Huntington VA Situs.
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Control Persons and Principal Holders of Securities
The beneficial owners or record owners of more than 5% of the shares of Huntington VA Mid Corp America and Huntington VA Situs as of [ ], 2014, were as follows:
Huntington VA Mid Corp America
Name and Address |
Total Shares | % of Shares of Portfolio Before Reorganization |
% of Shares of Portfolio After Reorganization |
Huntington VA Situs
Name and Address |
Total Shares | % of Shares of Portfolio Before Reorganization |
% of Shares of Portfolio After Reorganization |
Financial Statements and Experts
The Annual Report of the Trust relating to Huntington VA Mid Corp America, for the year ended as of December 31, 2013, including the financial statements and financial highlights for the periods indicated therein, has been incorporated by reference herein and in the Registration Statement. The financial statements audited by Ernst & Young LLP, independent registered public accounting firm, have been included in reliance on their report given on their authority as experts in accounting and auditing.
The Annual Report of the Trust relating to Huntington VA Situs, for the year ended as of December 31, 2013, including the financial statements and financial highlights for the periods indicated therein, has been incorporated by reference herein and in the Registration Statement. The financial statements audited by Ernst & Young LLP, independent registered public accounting firm, have been included in reliance on their report given on their authority as experts in accounting and auditing.
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Certain legal matters concerning the issuance of shares of Huntington VA Situs will be passed upon by Sullivan & Worcester LLP, counsel to the Trust.
The Trust is subject to the informational requirements of the Securities Exchange Act of 1934 and the 1940 Act, and in accordance therewith files reports and other information including proxy material and charter documents with the SEC. These items can be inspected and copied at the Public Reference Facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549, and at the SECs Chicago Regional Office located at 175 W. Jackson Boulevard, Suite 900, Chicago, Illinois 60604 and the SECs New York Regional office located at 3 World Financial Center, Suite 400, New York, New York 10281. Copies of such materials can also be obtained at prescribed rates from the Public Reference Branch, Office of Consumer Affairs and Information Services, Securities and Exchange Commission, 100 F Street, N.E., Washington, D.C. 20549.
March 18, 2014
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STATEMENT OF ADDITIONAL INFORMATION
Acquisition of Assets of
HUNTINGTON VA MID CORP AMERICA FUND
a series of
The Huntington Funds
2960 N. Meridian Street
Indianapolis, IN 46208
(800) 253-0412
BY AND IN EXCHANGE FOR SHARES OF
HUNTINGTON VA SITUS FUND
another series of
The Huntington Funds
This Statement of Additional Information, dated April 17, 2014, relating specifically to the proposed transfer of the assets and liabilities of Huntington VA Mid Corp America Fund (Huntington VA Mid Corp America), a series of the Huntington Funds (the Trust) to Huntington VA Situs Fund (Huntington VA Situs), another series of the Trust, in exchange for Shares of beneficial interest, no par value, of Huntington VA Situs (to be issued to holders of shares of Huntington VA Mid Corp America), consists of the information set forth below pertaining to Huntington VA Mid Corp America and Huntington VA Situs and the following described documents, each of which is incorporated by reference herein:
(1) | The Statement of Additional Information of the Trust relating to Huntington VA Mid Corp America and Huntington VA Situs, dated April 30, 2013; and |
(2) | Annual Report of the Trust relating to Huntington VA Mid Corp America and Huntington VA Situs for the year ended December 31, 2013. |
This Statement of Additional Information, which is not a prospectus, supplements, and should be read in conjunction with, the Prospectus/Information Statement of Huntington VA Mid Corp America and Huntington VA Situs dated April 17, 2014. A copy of the Prospectus/Information Statement may be obtained without charge by calling or writing to the Trust at the telephone number or address set forth above.
Pro Forma Combined Portfolios of Investments
As of December 31, 2013
Huntington VA Mid Corp America Fund | Huntington VA Situs Fund | Pro Forma Combined | ||||||||||||||||||||||
Shares | Value | Shares | Value | Shares | Value | |||||||||||||||||||
Common Stocks 96.3% |
||||||||||||||||||||||||
Consumer Discretionary 11.3% |
||||||||||||||||||||||||
Advance Auto Parts, Inc. |
1,210 | 133,923 | | | 1,210 | $ | 133,923 | |||||||||||||||||
Bob Evans Farms, Inc. |
4,420 | 223,608 | | | 4,420 | 223,608 | ||||||||||||||||||
BorgWarner, Inc. |
7,800 | 436,098 | | | 7,800 | 436,098 | ||||||||||||||||||
Cabelas, Inc., Class A * |
| | 41,500 | 2,766,390 | 41,500 | 2,766,390 | ||||||||||||||||||
D.R. Horton, Inc. |
6,340 | 141,509 | | | 6,340 | 141,509 | ||||||||||||||||||
EZCORP, Inc., Class A * |
| | 1,200 | 14,028 | 1,200 | 14,028 | ||||||||||||||||||
Garmin Ltd. (a) |
| | 2,000 | 92,440 | 2,000 | 92,440 | ||||||||||||||||||
Haldex AB |
| | 4,800 | 44,781 | 4,800 | 44,781 | ||||||||||||||||||
Honda Motor Co. Ltd. ADR |
| | 2,000 | 82,700 | 2,000 | 82,700 | ||||||||||||||||||
Iconix Brand Group, Inc. * |
6,960 | 276,312 | | | 6,960 | 276,312 | ||||||||||||||||||
Kohls Corp. |
4,530 | 257,078 | | | 4,530 | 257,078 | ||||||||||||||||||
Nordstrom, Inc. |
7,568 | 467,702 | | | 7,568 | 467,702 | ||||||||||||||||||
Papa Johns International, Inc. |
| | 5,000 | 227,000 | 5,000 | 227,000 | ||||||||||||||||||
PetMed Express, Inc. |
| | 10,000 | 166,300 | 10,000 | 166,300 | ||||||||||||||||||
PetSmart, Inc. |
4,320 | 314,280 | | | 4,320 | 314,280 | ||||||||||||||||||
Rent-A-Center, Inc. |
| | 2,000 | 66,680 | 2,000 | 66,680 | ||||||||||||||||||
Ross Stores, Inc. |
5,390 | 403,873 | | | 5,390 | 403,873 | ||||||||||||||||||
Sonic Corp. * |
| | 30,000 | 605,700 | 30,000 | 605,700 | ||||||||||||||||||
Television Broadcasts Ltd. |
| | 13,000 | 86,926 | 13,000 | 86,926 | ||||||||||||||||||
Tempur Sealy International, Inc. * |
| | 10,000 | 539,600 | 10,000 | 539,600 | ||||||||||||||||||
Tractor Supply Co. |
| | 26,000 | 2,017,080 | 26,000 | 2,017,080 | ||||||||||||||||||
Urban Outfitters, Inc. * |
| | 15,000 | 556,500 | 15,000 | 556,500 | ||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
2,654,383 | 7,266,125 | 9,920,508 | ||||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Consumer Staples 3.7% |
||||||||||||||||||||||||
Church & Dwight Co., Inc. |
4,800 | 318,144 | | | 4,800 | 318,144 | ||||||||||||||||||
Cia Brasileira de Distribuicao Grupo Pao de Acucar ADR (a) |
| | 10,000 | 446,700 | 10,000 | 446,700 | ||||||||||||||||||
Constellation Brands, Inc., Class A * |
4,470 | 314,599 | | | 4,470 | 314,599 | ||||||||||||||||||
Darling International, Inc. * |
| | 10,700 | 223,416 | 10,700 | 223,416 | ||||||||||||||||||
Dr. Pepper Snapple Group, Inc. |
8,000 | 389,760 | | | 8,000 | 389,760 | ||||||||||||||||||
Fresh Del Monte Produce, Inc. |
| | 15,100 | 427,330 | 15,100 | 427,330 | ||||||||||||||||||
Kerry Group PLC |
| | 3,500 | 243,173 | 3,500 | 243,173 | ||||||||||||||||||
Sanderson Farms, Inc. |
| | 12,000 | 867,960 | 12,000 | 867,960 | ||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
1,022,503 | 2,208,579 | 3,231,082 | ||||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Energy 5.1% |
||||||||||||||||||||||||
Atwood Oceanics, Inc. * |
| | 3,000 | 160,170 | 3,000 | 160,170 | ||||||||||||||||||
CARBO Ceramics, Inc. (a) |
| | 18,000 | 2,097,540 | 18,000 | 2,097,540 | ||||||||||||||||||
Denbury Resources, Inc. * |
| | 7,000 | 115,010 | 7,000 | 115,010 | ||||||||||||||||||
Dril-Quip, Inc. * |
| | 700 | 76,951 | 700 | 76,951 | ||||||||||||||||||
Halcon Resources Corp. (a) * |
| | 9,660 | 37,288 | 9,660 | 37,288 | ||||||||||||||||||
Helmerich & Payne, Inc. |
5,580 | 469,166 | | | 5,580 | 469,166 | ||||||||||||||||||
Matrix Service Co. * |
| | 1,000 | 24,470 | 1,000 | 24,470 | ||||||||||||||||||
Murphy Oil Corp. |
5,000 | 324,400 | | | 5,000 | 324,400 | ||||||||||||||||||
Noble Energy, Inc. |
5,928 | 403,756 | | | 5,928 | 403,756 | ||||||||||||||||||
Oceaneering International, Inc. |
5,930 | 467,758 | | | 5,930 | 467,758 | ||||||||||||||||||
SM Energy Co. |
| | 5,000 | 415,550 | 5,000 | 415,550 | ||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
1,665,080 | 2,926,979 | 4,592,059 | ||||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Financials 14.1% |
||||||||||||||||||||||||
Arch Capital Group Ltd. * |
| | 17,750 | 1,059,497 | 17,750 | 1,059,497 | ||||||||||||||||||
Brown & Brown, Inc. |
14,540 | 456,411 | | | 14,540 | 456,411 | ||||||||||||||||||
Community Bank System, Inc. |
4,740 | 188,083 | | | 4,740 | 188,083 | ||||||||||||||||||
Cullen/Frost Bankers, Inc. (a) |
4,740 | 352,798 | 29,000 | 2,158,470 | 33,740 | 2,511,268 | ||||||||||||||||||
Discover Financial Services |
8,850 | 495,157 | | | 8,850 | 495,157 | ||||||||||||||||||
Evercore Partners, Inc. |
| | 25,000 | 1,494,500 | 25,000 | 1,494,500 | ||||||||||||||||||
First Financial Holdings, Inc. |
| | 5,000 | 332,550 | 5,000 | 332,550 | ||||||||||||||||||
First Niagara Financial Group, Inc. |
25,620 | 272,084 | | | 25,620 | 272,084 | ||||||||||||||||||
FNB Corp. |
| | 2,000 | 25,240 | 2,000 | 25,240 | ||||||||||||||||||
International Bancshares Corp. |
| | 20,000 | 527,800 | 20,000 | 527,800 | ||||||||||||||||||
Invesco Ltd. |
3,800 | 138,320 | | | 3,800 | 138,320 | ||||||||||||||||||
Janus Capital Group, Inc. (a) |
| | 35,000 | 432,950 | 35,000 | 432,950 | ||||||||||||||||||
Jones Lang LaSalle, Inc. |
1,700 | 174,063 | | | 1,700 | 174,063 | ||||||||||||||||||
Montpelier Re Holdings Ltd. |
5,500 | 160,050 | | | 5,500 | 160,050 | ||||||||||||||||||
Principal Financial Group, Inc. |
7,940 | 391,521 | | | 7,940 | 391,521 | ||||||||||||||||||
Prosperity Bancshares, Inc. |
5,930 | 375,903 | | | 5,930 | 375,903 | ||||||||||||||||||
Raymond James Financial, Inc. |
| | 35,000 | 1,826,650 | 35,000 | 1,826,650 | ||||||||||||||||||
Simmons First National Corp. |
| | 3,000 | 111,450 | 3,000 | 111,450 | ||||||||||||||||||
T. Rowe Price Group, Inc. |
1,950 | 163,352 | | | 1,950 | 163,352 | ||||||||||||||||||
Torchmark Corp. |
7,960 | 622,074 | | | 7,960 | 622,074 | ||||||||||||||||||
Umpqua Holdings Corp. (a) |
| | 10,000 | 191,400 | 10,000 | 191,400 | ||||||||||||||||||
Unum Group |
13,128 | 460,530 | | | 13,128 | 460,530 | ||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
4,250,346 | 8,160,507 | 12,410,853 | ||||||||||||||||||||||
|
|
|
|
|
|
Health Care 9.7% |
||||||||||||||||||||||||
Abaxis, Inc. * |
| | 10,000 | 400,200 | 10,000 | 400,200 | ||||||||||||||||||
AmerisourceBergen Corp. |
9,920 | 697,475 | | | 9,920 | 697,475 | ||||||||||||||||||
AmSurg Corp. * |
| | 30,000 | 1,377,600 | 30,000 | 1,377,600 | ||||||||||||||||||
Arena Pharmaceuticals, Inc. (a) * |
| | 40,000 | 234,000 | 40,000 | 234,000 | ||||||||||||||||||
Bio-Rad Laboratories, Inc., Class A * |
| | 650 | 80,346 | 650 | 80,346 | ||||||||||||||||||
Cepheid, Inc. (a) * |
6,930 | 323,770 | | | 6,930 | 323,770 | ||||||||||||||||||
Cerner Corp. * |
| | 35,100 | 1,956,474 | 35,100 | 1,956,474 | ||||||||||||||||||
Computer Programs & Systems, Inc. |
2,440 | 150,816 | | | 2,440 | 150,816 | ||||||||||||||||||
Edwards LifeSciences Corp. * |
| | 14,000 | 920,640 | 14,000 | 920,640 | ||||||||||||||||||
Kindred Healthcare, Inc. |
| | 3,000 | 59,220 | 3,000 | 59,220 | ||||||||||||||||||
Merit Medical Systems, Inc. * |
| | 5,000 | 78,700 | 5,000 | 78,700 | ||||||||||||||||||
Mylan, Inc. * |
13,720 | 595,448 | | | 13,720 | 595,448 | ||||||||||||||||||
Myriad Genetics, Inc. (a) * |
| | 32,000 | 671,360 | 32,000 | 671,360 | ||||||||||||||||||
Neogen Corp. * |
| | 450 | 20,565 | 450 | 20,565 | ||||||||||||||||||
Osiris Therapeutics, Inc. (a) * |
| | 7,000 | 112,560 | 7,000 | 112,560 | ||||||||||||||||||
PharMerica Corp. * |
| | 1 | 22 | 1 | 22 | ||||||||||||||||||
Quest Diagnostics, Inc. |
2,800 | 149,912 | | | 2,800 | 149,912 | ||||||||||||||||||
St. Jude Medical, Inc. |
9,410 | 582,949 | | | 9,410 | 582,949 | ||||||||||||||||||
Stada Arzneimittel AG |
| | 1,900 | 93,909 | 1,900 | 93,909 | ||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
2,500,370 | 6,005,596 | 8,505,966 | ||||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Industrials 16.1% |
||||||||||||||||||||||||
Allegiant Travel Co. |
| | 5,000 | 527,200 | 5,000 | 527,200 | ||||||||||||||||||
Alliant Techsystems, Inc. |
1,775 | 215,982 | | | 1,775 | 215,982 | ||||||||||||||||||
Babcock & Wilcox Co./The |
10,180 | 348,054 | | | 10,180 | 348,054 | ||||||||||||||||||
BE Aerospace, Inc. * |
| | 5,000 | 435,150 | 5,000 | 435,150 | ||||||||||||||||||
Cargotec Oyj |
| | 2,000 | 74,541 | 2,000 | 74,541 | ||||||||||||||||||
Concentric AB |
| | 4,800 | 54,296 | 4,800 | 54,296 | ||||||||||||||||||
Elbit Systems Ltd. |
2,800 | 170,044 | | | 2,800 | 170,044 | ||||||||||||||||||
EnPro Industries, Inc. * |
| | 15,000 | 864,750 | 15,000 | 864,750 | ||||||||||||||||||
Flowserve Corp. |
| | 25,700 | 2,025,931 | 25,700 | 2,025,931 | ||||||||||||||||||
HALMA PLC * |
| | 26,424 | 264,087 | 26,424 | 264,087 | ||||||||||||||||||
Harsco Corp. |
| | 20,000 | 560,600 | 20,000 | 560,600 | ||||||||||||||||||
Jacobs Engineering Group, Inc. * |
11,140 | 701,709 | | | 11,140 | 701,709 | ||||||||||||||||||
John Bean Technologies Corp. |
9,300 | 272,769 | | | 9,300 | 272,769 | ||||||||||||||||||
Kennametal, Inc. |
10,318 | 537,258 | | | 10,318 | 537,258 | ||||||||||||||||||
Kone Oyj |
| | 8,400 | 379,060 | 8,400 | 379,060 | ||||||||||||||||||
Lindsay Corp. (a) |
| | 17,000 | 1,406,750 | 17,000 | 1,406,750 | ||||||||||||||||||
Mine Safety Appliances Co. |
| | 2,000 | 102,420 | 2,000 | 102,420 | ||||||||||||||||||
Old Dominion Freight Line, Inc. * |
| | 3,000 | 159,060 | 3,000 | 159,060 | ||||||||||||||||||
Quanta Services, Inc. * |
| | 10,000 | 315,600 | 10,000 | 315,600 | ||||||||||||||||||
Rockwell Automation, Inc. |
3,020 | 356,843 | | | 3,020 | 356,843 | ||||||||||||||||||
Rollins, Inc. |
11,170 | 338,339 | | | 11,170 | 338,339 | ||||||||||||||||||
Ryder System, Inc. |
3,700 | 272,986 | 1,000 | 73,780 | 4,700 | 346,766 | ||||||||||||||||||
Sato Corp. |
| | 3,500 | 79,277 | 3,500 | 79,277 | ||||||||||||||||||
Stericycle, Inc. * |
2,010 | 233,502 | | | 2,010 | 233,502 | ||||||||||||||||||
Timken Co. |
9,540 | 525,368 | | | 9,540 | 525,368 | ||||||||||||||||||
Trinity Industries, Inc. |
| | 30,000 | 1,635,600 | 30,000 | 1,635,600 | ||||||||||||||||||
UniFirst Corp. |
1,700 | 181,900 | | | 1,700 | 181,900 | ||||||||||||||||||
Watts Water Technologies, Inc., Class A |
| | 15,000 | 928,050 | 15,000 | 928,050 | ||||||||||||||||||
Werner Enterprises, Inc. (a) |
| | 5,000 | 123,650 | 5,000 | 123,650 | ||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
4,154,754 | 10,009,802 | 14,164,556 | ||||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Information Technology 22.1% |
||||||||||||||||||||||||
3D Systems Corp. (a) * |
| | 20,000 | 1,858,600 | 20,000 | 1,858,600 | ||||||||||||||||||
ACI Worldwide, Inc. * |
| | 13,000 | 845,000 | 13,000 | 845,000 | ||||||||||||||||||
Anixter International, Inc. (b) |
| | 18,000 | 1,617,120 | 18,000 | 1,617,120 | ||||||||||||||||||
Cardtronics, Inc. * |
| | 20,000 | 869,000 | 20,000 | 869,000 | ||||||||||||||||||
Citrix Systems, Inc. * |
7,110 | 449,708 | | | 7,110 | 449,708 | ||||||||||||||||||
CTS Corp. |
9,300 | 185,163 | | | 9,300 | 185,163 | ||||||||||||||||||
Diodes, Inc. * |
| | 25,000 | 589,000 | 25,000 | 589,000 | ||||||||||||||||||
Exlservice Holdings, Inc. * |
| | 3,000 | 82,860 | 3,000 | 82,860 | ||||||||||||||||||
Fidelity National Information Services, Inc. |
5,705 | 306,244 | | | 5,705 | 306,244 | ||||||||||||||||||
Fiserv, Inc. * |
5,000 | 295,250 | | | 5,000 | 295,250 | ||||||||||||||||||
FleetCor Technologies, Inc. * |
1,810 | 212,078 | | | 1,810 | 212,078 | ||||||||||||||||||
FLIR Systems, Inc. |
12,482 | 375,708 | | | 12,482 | 375,708 | ||||||||||||||||||
Furuno Electric Co. Ltd. |
| | 14,800 | 103,591 | 14,800 | 103,591 | ||||||||||||||||||
Geospace Technologies Corp. (a) * |
| | 38,500 | 3,650,955 | 38,500 | 3,650,955 | ||||||||||||||||||
Harris Corp. |
5,700 | 397,917 | | | 5,700 | 397,917 | ||||||||||||||||||
j2 Global, Inc. (a) |
4,830 | 241,548 | | | 4,830 | 241,548 | ||||||||||||||||||
Jabil Circuit, Inc. |
| | 45,000 | 784,800 | 45,000 | 784,800 | ||||||||||||||||||
Methode Electronics, Inc. |
| | 20,000 | 683,800 | 20,000 | 683,800 | ||||||||||||||||||
NCR Corp. * |
5,348 | 182,153 | | | 5,348 | 182,153 | ||||||||||||||||||
NetApp, Inc. |
3,100 | 127,534 | | | 3,100 | 127,534 | ||||||||||||||||||
NVIDIA Corp. |
8,600 | 137,772 | | | 8,600 | 137,772 | ||||||||||||||||||
Red Hat, Inc. * |
| | 17,000 | 952,680 | 17,000 | 952,680 | ||||||||||||||||||
ScanSource, Inc. * |
| | 8,000 | 339,440 | 8,000 | 339,440 | ||||||||||||||||||
Seagate Technology PLC |
4,700 | 263,952 | | | 4,700 | 263,952 | ||||||||||||||||||
Synopsys, Inc. * |
9,300 | 377,301 | | | 9,300 | 377,301 | ||||||||||||||||||
Syntel, Inc. |
3,600 | 327,420 | | | 3,600 | 327,420 | ||||||||||||||||||
Teradata Corp. * |
8,768 | 398,856 | | | 8,768 | 398,856 | ||||||||||||||||||
Trimble Navigation Ltd. (b) * |
| | 44,500 | 1,544,150 | 44,500 | 1,544,150 | ||||||||||||||||||
TriQuint Semiconductor, Inc. * |
| | 20,000 | 166,800 | 20,000 | 166,800 | ||||||||||||||||||
Tyler Technologies, Inc. * |
| | 10,500 | 1,072,365 | 10,500 | 1,072,365 | ||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
4,278,604 | 15,160,161 | 19,438,765 | ||||||||||||||||||||||
|
|
|
|
|
|
Materials 10.1% |
||||||||||||||||||||||||
Albemarle Corp. |
5,950 | 377,171 | 9,000 | 570,510 | 14,950 | 947,681 | ||||||||||||||||||
Eagle Materials, Inc. |
| | 20,500 | 1,587,315 | 20,500 | 1,587,315 | ||||||||||||||||||
Eastman Chemical Co. |
| | 10,000 | 807,000 | 10,000 | 807,000 | ||||||||||||||||||
FMC Corp. |
9,400 | 709,324 | | | 9,400 | 709,324 | ||||||||||||||||||
Olin Corp. (a) |
11,580 | 334,083 | | | 11,580 | 334,083 | ||||||||||||||||||
Owens-Illinois, Inc. * |
| | 9,000 | 322,020 | 9,000 | 322,020 | ||||||||||||||||||
Quaker Chemical Corp. |
| | 20,000 | 1,541,400 | 20,000 | 1,541,400 | ||||||||||||||||||
Royal Gold, Inc. |
5,130 | 236,339 | | | 5,130 | 236,339 | ||||||||||||||||||
Scotts Miracle-Gro Co./The, Class A (a) |
| | 10,800 | 671,976 | 10,800 | 671,976 | ||||||||||||||||||
Sociedad Quimica y Minera de Chile SA ADR (a) |
| | 800 | 20,704 | 800 | 20,704 | ||||||||||||||||||
Sonoco Products Co. |
3,500 | 146,020 | | | 3,500 | 146,020 | ||||||||||||||||||
Terra Nitrogen Co. LP (a) |
| | 5,000 | 705,500 | 5,000 | 705,500 | ||||||||||||||||||
Texas Industries, Inc. (b) * |
| | 10,000 | 687,800 | 10,000 | 687,800 | ||||||||||||||||||
United States Lime & Minerals, Inc. * |
| | 2,500 | 152,925 | 2,500 | 152,925 | ||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
1,802,937 | 7,067,150 | 8,870,087 | ||||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Real Estate Investment Trusts 2.2% |
||||||||||||||||||||||||
Camden Property Trust |
| | 3,500 | 199,080 | 3,500 | 199,080 | ||||||||||||||||||
CBL & Associates Properties, Inc. |
| | 1,064 | 19,109 | 1,064 | 19,109 | ||||||||||||||||||
EPR Properties (a) |
4,660 | 229,086 | | | 4,660 | 229,086 | ||||||||||||||||||
Equity One, Inc. (a) |
| | 8,500 | 190,740 | 8,500 | 190,740 | ||||||||||||||||||
Highwoods Properties, Inc. |
3,870 | 139,978 | | | 3,870 | 139,978 | ||||||||||||||||||
Home Properties, Inc. |
2,100 | 112,602 | | | 2,100 | 112,602 | ||||||||||||||||||
Medical Properties Trust, Inc. |
18,200 | 222,404 | | | 18,200 | 222,404 | ||||||||||||||||||
Mid-America Apartment Communities, Inc. |
2,300 | 139,702 | | | 2,300 | 139,702 | ||||||||||||||||||
PS Business Parks, Inc. |
2,940 | 224,675 | | | 2,940 | 224,675 | ||||||||||||||||||
Rayonier, Inc. |
4,000 | 168,400 | | | 4,000 | 168,400 | ||||||||||||||||||
Sovran Self Storage, Inc. |
3,140 | 204,634 | | | 3,140 | 204,634 | ||||||||||||||||||
Weingarten Realty Investors (a) |
| | 5,000 | 137,100 | 5,000 | 137,100 | ||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
1,441,481 | 546,029 | 1,987,510 | ||||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Telecommunication Services 0.3% |
||||||||||||||||||||||||
General Communication, Inc., Class A * |
| | 15,000 | 167,250 | 15,000 | 167,250 | ||||||||||||||||||
TELUS Corp. (a) |
3,100 | 106,764 | | | 3,100 | 106,764 | ||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
106,764 | 167,250 | 274,014 | ||||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Utilities 1.6% |
||||||||||||||||||||||||
AGL Resources, Inc. |
| | 1,000 | 47,230 | 1,000 | 47,230 | ||||||||||||||||||
CMS Energy Corp. |
11,140 | 298,218 | | | 11,140 | 298,218 | ||||||||||||||||||
Hawaiian Electric Industries, Inc. (a) |
| | 5,000 | 130,300 | 5,000 | 130,300 | ||||||||||||||||||
Portland General Electric Co. |
5,900 | 178,180 | 10,000 | 302,000 | 15,900 | 480,180 | ||||||||||||||||||
UGI Corp. |
| | 7,500 | 310,950 | 7,500 | 310,950 | ||||||||||||||||||
Xcel Energy, Inc. |
4,560 | 127,406 | | | 4,560 | 127,406 | ||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
603,804 | 790,480 | 1,394,284 | ||||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Total Common Stocks |
24,481,026 | 60,308,658 | 84,789,684 | |||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Exchange-Traded Funds 0.2% |
||||||||||||||||||||||||
iShares China Large-Cap ETF |
| | 3,500 | 134,225 | 3,500 | 134,225 | ||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Total Exchange-Traded Funds |
| 134,225 | 134,225 | |||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Cash Equivalents 4.5% |
||||||||||||||||||||||||
Huntington U.S. Treasury Money Market Fund, Institutional Shares, 0.030% (c) (d) |
1,335,531 | 1,335,531 | 2,628,213 | 2,628,213 | 3,963,744 | 3,963,744 | ||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Total Cash Equivalents |
1,335,531 | 2,628,213 | 3,963,744 | |||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Short-Term Securities Held as Collateral for Securities Lending 14.8% |
||||||||||||||||||||||||
Fidelity Institutional Money Market Portfolio, Institutional Class, 0.080% (d) |
1,261,114 | 1,261,114 | 11,799,361 | 11,799,361 | 13,060,475 | 13,060,475 | ||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Total Short-Term Securities Held as Collateral for Securities Lending |
1,261,114 | 11,799,361 | 13,060,475 | |||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Total Investments 115.8% |
27,077,671 | 74,870,457 | 101,948,128 | |||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Total Investments at Cost |
16,256,149 | 52,193,052 | 68,449,201 | |||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Liabilities in Excess of Other |
(1,277,044 | ) | (12,642,966 | ) | (13,921,883 | )(e) | ||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Net Assets 100.0% |
$ | 25,800,627 | $ | 62,227,491 | $ | 88,026,245 | ||||||||||||||||||
|
|
|
|
|
|
(a) | All or part of this security was on loan as of December 31, 2013. |
(b) | All or part of this security is held as collateral for written call options. |
(c) | Investment in affiliate. |
(d) | Rate disclosed is the seven day yield as of December 31, 2013. |
(e) | Reflects estimated net merger expenses and reduction of duplicative expenses of $1,873. |
* | Non-income producing security. |
ADR - American Depositary Receipt
ETF - Exchange-Traded Fund
Pro Forma Combined Schedule of Written Options
As of December 31, 2013
Huntington VA Mid Corp America Fund | Huntington VA Situs Fund | Pro Forma Combined | ||||||||||||||||||||||
Contracts | Value | Contracts | Value | Contracts | Value | |||||||||||||||||||
Anixter International, Inc., Call @ $85, Expiring February 2014 |
| $ | | 100 | $ | 66,000 | 100 | $ | 66,000 | |||||||||||||||
Trimble Navigation Ltd., Call @ $30, Expiring February 2014 |
| | 200 | 100,000 | 200 | 100,000 | ||||||||||||||||||
Texas Industries, Inc., Call @ $60, Expiring January 2014 |
| | 25 | 22,375 | 25 | 22,375 | ||||||||||||||||||
Texas Industries, Inc., Call @ $65, Expiring January 2014 |
| | 25 | 11,500 | 25 | 11,500 | ||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Total Written Options |
$ | 0 | $ | 199,875 | $ | 199,875 | ||||||||||||||||||
|
|
|
|
|
|
PART C. OTHER INFORMATION
Item 15 | Indemnification |
(1) |
Indemnification is provided to Officers and Trustees of the Registrant pursuant to Article VII, Section 4 of Registrants Agreement and Declaration of Trust and Section 2 of the Trustees Indemnification Agreements. The Investment Advisory Contracts provide that, in the absence of willful misfeasance, bad faith or gross negligence, on the part of the Adviser in the performance of its duties or from reckless disregard by it of its obligations and duties under the Investment Advisory Contracts. Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the performance of the Investment Advisory Contracts. Indemnification of Registrants distributor, custodian and transfer agent against certain losses is provided for, respectively, in Section 10 of the Distributors Contract, incorporated herein by reference as Exhibit (e)(i), Section 8 of the Custodian Contract, incorporated herein by reference as Exhibit (g)(i) and Section 8 of the Transfer Agency Agreement incorporated herein by reference as Exhibit (h)(i). Registrants Trustees and Officers are covered by an Investment Trust Errors and Omissions Policy.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to Trustees, Officers, and controlling persons of the Registrant by the Registrant pursuant to the Declaration of Trust or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and, therefore, is unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by Trustees, Officers, or controlling persons of the Registrant in connection with the successful defense of any act, suit, or proceeding) is asserted by such Trustees, Officers, or controlling persons in connection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issues.
Insofar as indemnification for liabilities may be permitted pursuant to Section 17 of the Investment Company Act of 1940 for Trustees, Officers, and controlling persons of the Registrant by the Registrant pursuant to the Declaration of Trust or otherwise, the Registrant is aware of the position of the Securities and Exchange Commission as set forth in Investment Company Act Release No. IC-11330. Therefore, the Registrant undertakes that in addition to complying with the applicable provisions of the Declaration of Trust or otherwise, in the absence of a final decision on the merits by a court or other body before which the proceeding was brought, that an indemnification payment will not be made unless in the absence of such a decision, a reasonable determination based upon factual review has been made (i) by a majority vote of a quorum of non-party Trustees who are not interested persons of the Registrant or (ii) by independent legal counsel in a written opinion that the indemnitee was not liable for an act of willful misfeasance, bad faith, gross negligence, or reckless disregard of duties. The Registrant further undertakes that advancement of expenses incurred in the defense of a proceeding (upon undertaking for repayment unless it is ultimately determined that indemnification is appropriate) against an Officer, Trustee, or controlling person of the Registrant will not be made absent the fulfillment of at least one of the following conditions: (i) the indemnitee provides security for his undertaking; (ii) the Registrant is insured against losses arising by reason of any lawful advances; or (iii) a majority of a quorum of disinterested non-party Trustees or independent legal counsel in a written opinion makes a factual determination that there is reason to believe the indemnitee will be entitled to indemnification.
Item 16 | Exhibits |
(1) | ||||
1 |
Conformed copy of Agreement and Declaration of Trust of the Registrant, dated April 27, 2006; | (9) | ||
2 |
Conformed copy of Amendment No. 1 to Agreement and Declaration of trust of the Registrant, dated April 27, 2006; | (9) |
(2) | ||||||
1 |
Copy of By-Laws of the Registrant, dated April 27, 2006; | (9 | ) | |||
(3) |
Not applicable | |||||
(4) |
||||||
1 |
Form of Agreement and Plan of Reorganization is filed herewith | (+ | ) | |||
(5) |
Instruments Defining Rights of Security Holders are herein incorporated by reference | |||||
(6) |
||||||
1 |
Conformed copy of Investment Advisory Agreement dated June 23, 2006, between the Registrant and Huntington Asset Advisors, Inc., relating to the Dividend Capture Fund, International Equity Fund, Mid Corp America Fund, New Economy Fund, Rotating Markets Fund, Macro 100 Fund and Situs Small Cap Fund; | (9 | ) | |||
2 |
Conformed copy of Amendment to Investment Advisory Agreement dated June 23, 2006, between the Registrant and Huntington Asset Advisors, Inc., relating to the Dividend Capture Fund, International Equity Fund, Mid Corp America Fund, New Economy Fund, Rotating Markets Fund, Macro 100 Fund and Situs Small Cap Fund; | (9 | ) | |||
3 |
Conformed copy of Investment Advisory Agreement dated June 23, 2006, between the Registrant and Huntington Asset Advisors, Inc., relating to the U.S. Treasury Money Market Fund, Growth Fund, Income Equity Fund, Fixed Income Securities Fund, Short/Intermediate Fixed Income Securities Fund, Money Market Fund, Ohio Municipal Money Market Fund, Ohio Tax-Free Fund, Michigan Tax-Free Fund, Mortgage Securities Fund, Florida Tax-Free Fund and Intermediate Government Income Fund; | (9 | ) | |||
4 |
Conformed Copy of Amendment to Investment Advisory Agreement dated June 23, 2006, between the Registrant and Huntington Asset Advisors, Inc., relating to the U.S. Treasury Money Market Fund, Growth Fund, Income Equity Fund, Fixed Income Securities Fund, Short/Intermediate Fixed Income Securities Fund, Money Market Fund, Ohio Municipal Money Market Fund, Ohio Tax-Free Fund, Michigan Tax-Free Fund, Mortgage Securities Fund, Florida Tax-Free Fund and Intermediate Government Income Fund; | (9 | ) | |||
5 |
Conformed copy of Investment Advisory Agreement dated June 23, 2006, between the Registrant and Huntington Asset Advisors, Inc., relating to the VA Dividend Capture Fund, VA Growth Fund, VA Income Equity Fund, VA Macro 100 Fund, VA Mid Corp America Fund, VA Mortgage Securities Fund, VA New Economy Fund, VA Rotating Markets Fund and VA Situs Small Cap Fund; | (9 | ) | |||
6 |
Conformed copy of Amendment to Investment Advisory Agreement dated June 23, 2006, between the Registrant and Huntington Asset Advisors, Inc., relating to the VA Dividend Capture Fund, VA Growth Fund, VA Income Equity Fund, VA International Equity Fund, VA Macro 100 Fund, VA Mid Corp America Fund, VA Mortgage Securities Fund, VA New Economy Fund, VA Rotating Markets Fund and VA Situs Small Cap Fund; | (9 | ) | |||
7 |
Conformed copy of Letter Agreement dated June 23, 2006, to the Investment Advisory Agreement dated June 23, 2006, between the Registrant and Huntington Asset Advisors, Inc., relating to the VA Dividend Capture Fund, VA Growth Fund, VA Income Equity Fund, VA International Equity Fund, VA Macro 100 Fund, VA Mid Corp America Fund, VA Mortgage Securities Fund, VA New Economy Fund, VA Rotating Markets Fund and VA Situs Small Cap Fund; | (10 | ) |
8 |
Conformed copy of Letter Agreement dated February 27, 2007, to the Investment Advisory Agreement dated June 23, 2006, between the Registrant and Huntington Asset Advisors, Inc., relating to the VA Dividend Capture Fund, VA Growth Fund, VA Income Equity Fund, VA International Equity Fund, VA Macro 100 Fund, VA Mid Corp America Fund, VA Mortgage Securities Fund, VA New Economy Fund, VA Rotating Markets Fund and VA Situs Small Cap Fund; | (13) | ||
9 |
Conformed copy of Letter Agreement dated February 27, 2007, to the Investment Advisory Agreement dated June 23, 2006, between the Registrant and Huntington Asset Advisors, Inc., relating to the VA Dividend Capture Fund, VA Growth Fund, VA Income Equity Fund, VA International Equity Fund, VA Macro 100 Fund, VA Mid Corp America Fund, VA Mortgage Securities Fund, VA New Economy Fund, VA Rotating Markets Fund and VA Situs Small Cap Fund; | (13) | ||
10 |
Conformed copy of Letter Agreement dated January 24, 2008, to the Investment Advisory Agreement dated June 23, 2006, between the Registrant and Huntington Asset Advisors, Inc., relating to the VA Dividend Capture Fund, VA Growth Fund, VA Income Equity Fund, VA International Equity Fund, VA Macro 100 Fund, VA Mid Corp America Fund, VA Mortgage Securities Fund, VA New Economy Fund, VA Rotating Markets Fund and VA Situs Small Cap Fund; | (13) | ||
11 |
Conformed copy of Subadvisory Agreement dated June 23, 2006, between the Registrant, Huntington Asset Advisors, Inc. and Laffer Investments, Inc. (terminated); | (9) | ||
12 |
Conformed copy of Amended and Restated Exhibit 1 to Schedule A to the Investment Advisory Agreement between Registrant and Huntington Asset Advisors, Inc.; | (11) | ||
13 |
Conformed copy of Letter Agreement dated October 29, 2008 to the Investment Advisory Agreement dated June 23, 2006 between the Registrant and Huntington Asset Advisors, Inc., relating to the VA Balanced Fund; | (15) | ||
14 |
Conformed copy of Letter Agreement dated January 29, 2009 to the Investment Advisory Agreement dated June 23, 2006 between the Registrant and Huntington Asset Advisors, Inc., relating to the VA Balanced Fund; | (15) | ||
15 |
Conformed copy of Exhibit A to the Investment Advisory Agreement by and between the Registrant and Huntington Asset Advisors, Inc., amended and restated as of October 21, 2008; | (15) | ||
16 |
Conformed copy of Schedule A to the Investment Advisory Agreement between the Registrant and Huntington Asset Advisors, Inc.; | (15) | ||
17 |
Conformed copy of Letter Agreement dated April 27, 2009, to the Investment Advisory Agreement dated June 23, 2006, between the Registrant and Huntington Asset Advisors, Inc., relating to the VA Balanced Fund; | (17) | ||
18 |
Conformed copy of Letter Agreement dated June 15, 2009, to the Investment Advisory Agreement dated June 23, 2006, between the Registrant and Huntington Asset Advisors, Inc., relating to the Tax-Free Money Market Fund, Money Market Fund, Ohio Municipal Money Market Fund and U.S. Treasury Money Market Fund; | (17) |
19 |
Conformed copy of Letter Agreement dated July 29, 2009, to the Investment Advisory Agreement dated June 23, 2006, between the Registrant and Huntington Asset Advisors, Inc., relating to the Growth Allocation Fund, Balanced Allocation Fund and Conservative Allocation Fund; | (17) | ||
20 |
Conformed copy of Letter Agreement dated December 28, 2009 to Investment Advisory Agreement dated June 23, 2006 between the Registrant and Huntington Asset Advisors, Inc., relating to the Global Select Markets Fund; | (19) | ||
21 |
Conformed copy of Schedule A to the Investment Advisory Agreement between the Registrant and Huntington Asset Advisors, Inc., amended and restated as of December 28, 2009; | (19) | ||
22 |
Amendment to the Investment Advisory Agreement dated June 23, 2006 between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington World Income Fund; | (22) | ||
23 |
Amendment to the Investment Advisory Agreement dated June 23, 2006 between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington Disciplined Equity Fund; | (23) | ||
24 |
Investment Subadvisory Agreement dated July 21, 2011 between Huntington Asset Advisors, Inc. and Haberer Registered Investment Advisor, Inc., relating to the Huntington Disciplined Equity Fund; | (23) | ||
25 |
Amendment to the Investment Advisory Agreement dated May 25, 2012, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington Income Generation Fund; | (24) | ||
26 |
Amendment to the Investment Advisory Agreement dated June 22, 2012, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington Longer Duration Fixed Income Fund; | (25) | ||
27 |
Amendment to the Investment Advisory Agreement dated August 9, 2012, between the Registrant and Huntington Asset Advisors, Inc.; | (26) | ||
28 |
Amendment to the Investment Advisory Agreement dated August 9, 2012, between the Registrant and Huntington Asset Advisors, Inc.; | (26) | ||
29 |
Amendment to the Investment Advisory Agreement dated August 19, 2013, between the Registrant and Huntington Asset Advisors, Inc. on behalf of the Huntington Retail Funds filed on Form 497 dated September 4, 2013; | |||
30 |
Amendment to the Investment Advisory Agreement dated August 19, 2013, between the Registrant and Huntington Asset Advisors, Inc. on behalf of the Huntington Retail Funds filed on Form 497 dated September 4, 2013; |
31 |
Amendment to the Investment Advisory Agreement dated August 19, 2013, between the Registrant and Huntington Asset Advisors, Inc. on behalf of the Huntington VA Funds filed on Form 497 dated September 4, 2013; | |||
(7) |
||||
1 |
Conformed copy of Distributors Contract dated June 23, 2006, between the Registrant and Edgewood Services Inc.; | (9) | ||
2 |
Conformed copy of Amendment to the Distributors Contract dated June 23, 2006, between the Registrant and Edgewood Services Inc.; | (9) | ||
3 |
Conformed copy of Exhibit A to the Distributors Contract dated June 23, 2006, between the Registrant and Edgewood Services Inc.; | (9) | ||
4 |
Conformed copy of Amended and Restated Amendment #1 to Exhibit A to the Distributors Contract between Registrant and Edgewood Services, Inc.; | (11) | ||
5 |
Conformed copy of Exhibit B to the Distributors Contract dated June 23, 2006, between the Registrant and Edgewood Services Inc.; | (9) | ||
6 |
Conformed copy of Amendment #1 to Exhibit B dated April 30, 2007 to the Distributors Contract dated June 23, 2006, between the Registrant and Edgewood Services Inc.; | (11) | ||
7 |
Conformed copy of Exhibit C to the Distributors Contract dated June 23, 2006, between the Registrant and Edgewood Services Inc.; | (9) | ||
8 |
Conformed copy of Amendment #1 to Exhibit C dated April 30, 2007 to the Distributors Contract dated June 23, 2006, between the Registrant and Edgewood Services Inc.; | (11) | ||
9 |
Conformed copy of Exhibit D to the Distributors Contract dated June 23, 2006, between the Registrant and Edgewood Services Inc.; | (9) | ||
10 |
Conformed copy of Amended and Restated Exhibit E dated August 31, 2007 to the Distributors Contract dated June 23, 2006, between the Registrant and Edgewood Services Inc.; | (12) | ||
11 |
Form of Distribution Agreement between the Registrant and Unified Financial Securities, Inc., dated April 1, 2009; | (15) | ||
12 |
Conformed copy of Distribution Agreement between the Registrant and Unified Financial Securities, Inc., dated April 1, 2009, including Exhibits A and B; | (17) | ||
13 |
Conformed copy of Amended and Restated Exhibit A to the Distribution Agreement, dated December 28, 2009; | (17) | ||
14 |
Amendment to Distribution Agreement between the Registrant and Unified Financial Securities, Inc., dated April 1, 2009, including Exhibit A, relating to the Huntington World Income Fund; | (22) | ||
15 |
Amendment to Distribution Agreement between the Registrant and Unified Financial Securities, Inc., dated April 1, 2009, including Exhibit A, relating to the Huntington Disciplined Equity Fund; | (23) |
16 |
Amendment to the Distribution Agreement dated May 25, 2012, including Exhibit A, between the Registrant and Unified Financial Securities, Inc., relating to the Huntington Income Generation Fund; | (24) | ||
17 |
Amendment to the Distribution Agreement dated June 22, 2012, including Exhibit A, between the Registrant and Unified Financial Securities, Inc., relating to the Huntington Longer Duration Fixed Income Fund; | (25) | ||
18 |
Amended Distribution Agreement dated August 31, 2012, including Exhibits A and B, between the Registrant and Unified Financial Securities, Inc. | (26) | ||
19 |
Amended Distribution Agreement dated August 19, 2013, including Exhibits A and B, between the Registrant and Unified Financial Securities, Inc. filed on Form 497 dated September 4, 2013; | |||
(8) |
Not applicable | |||
(9) |
||||
1 |
Conformed copy of Custodian Agreement, dated June 23, 2006, between the Registrant and The Huntington National Bank; | (9) | ||
2 |
Conformed copy of Schedule A to Custodian Agreement, dated June 23, 2006, between the Registrant and The Huntington National Bank; | (9) | ||
3 |
Conformed copy of Schedule B dated September 11, 2007 as Amended and Restated on August 31, 2007, to Custodian Agreement, dated June 23, 2006, between the Registrant and The Huntington National Bank; | (12) | ||
4 |
Conformed copy of Amendment to Custodian Agreement, dated June 23, 2006, between the Registrant and The Huntington National Bank; | (9) | ||
5 |
Conformed copy of Foreign Custody Manager Agreement between the Registrant and The Bank of New York, dated June 23, 2006; | (9) | ||
6 |
Form of Exhibit A, Amended and Restated as of August 31, 2007, to Foreign Custody Manager Agreement between the Registrant and The Bank of New York, dated June 23, 2006; | (12) | ||
7 |
Copy of Schedule I to Foreign Custody Manager Agreement between the Registrant and The Bank of New York, dated June 23, 2006; | (9) | ||
8 |
Conformed copy of Foreign Custody Agreement between the Registrant and The Bank of New York, dated June 23, 2006; | (9) | ||
9 |
Conformed copy of Schedule I to Foreign Custody Agreement between the Registrant and The Bank of New York, dated June 23, 2006; | (12) | ||
10 |
Form of Schedule II, Amended and Restated as of August 31, 2007, to Foreign Custody Agreement between the Registrant and The Bank of New York, dated June 23, 2006; | (12) |
11 |
Copy of Schedule III to Foreign Custody Agreement between the Registrant and The Bank of New York, dated June 23, 2006; | (9) | ||
12 |
Conformed copy of Appendix I to Foreign Custody Agreement between the Registrant and The Bank of New York, dated June 23, 2006; | (9) | ||
13 |
Conformed copy of Sub-Custody Agreement between the Registrant, The Huntington National Bank and PFPC Trust Company dated June 23, 2006; | (10) | ||
14 |
Conformed copy of Custodian Agreement dated June 26, 2006 between Registrant and State Street Bank and Trust Company including Schedules A, B and C and the Remote Access Services Addendum; | (11) | ||
15 |
Conformed copies of Schedules A and B to the Custodian Agreement between the Registrant and Huntington National Bank, dated October 21, 2008; | (15) | ||
16 |
Conformed copy of Securities Lending Customer Agreement between the Registrant and PFPC Trust Company, dated September 19, 2007; | (15) | ||
17 |
Form of Global Sub-Custodian Agreement between The Huntington National Bank and Brown Brothers Harriman & Co.; | (15) | ||
18 |
Conformed copy of Custodian Agreement, dated May 26, 2009, between the Registrant and The Huntington National Bank; | (17) | ||
19 |
Conformed copy of Appendix B Amended & Restated as of July 29, 2009, to the Custodian Agreement, dated May 26, 2009, between the Registrant and The Huntington National Bank; | (17) | ||
20 |
Conformed copy of Appendix B Amended & Restated as of December 28, 2009, to the Custodian Agreement, dated May 26, 2009, between the Registrant and The Huntington National Bank; | (19) | ||
21 |
Amendment to the Custodian Agreement, dated May 26, 2009, between the Registrant and The Huntington National Bank, relating to the Huntington World Income Fund; | (22) | ||
22 |
Amendment to the Custodian Agreement, dated May 26, 2009, between the Registrant and The Huntington National Bank, relating to the Huntington Disciplined Equity Fund; | (23) | ||
23 |
Amended and Restated Custodian Agreement dated May 26, 2009, as amended August 31, 2012, between the Registrant and The Huntington National Bank | (29) | ||
24 |
Amendment to Custodian Agreement dated November 8, 2012, between the Registrant and The Huntington National Bank | (29) | ||
25 |
Revised Amendment to Custodian Agreement dated November 8, 2012, between the Registrant and The Huntington National Bank | (29) | ||
26 |
Revised Amendment to Custodian Agreement effective June 1, 2013, between the Registrant and The Huntington National Bank filed on Form 497 dated September 4, 2013; |
(10) |
||||
1 |
Copy of the Distribution Plan of the Registrant, dated June 23, 2006 | (9) | ||
2 |
Copy of Exhibit A to Distribution Plan of the Registrant, dated June 23, 2006; | (9) | ||
3 |
Copy of the Amended and Restated Exhibit 1 to Exhibit A to Registrants Distribution Plan; | (11) | ||
4 |
Copy of Amended and Restated Distribution Plan of the Registrant, dated April 1, 2009; | (15) | ||
5 |
Copy of Exhibit A to Amended and Restated Distribution Plan of the Registrant, dated April 1, 2009; | (17) | ||
6 |
Copy of Exhibit A to Distribution Plan of the Registrant, amended and restated as of December 28, 2009; | (19) | ||
7 |
Amendment to the Distribution Plan of the Registrant, regarding the Huntington World Income Fund; | (22) | ||
8 |
Amendment to the Distribution Plan of the Registrant, regarding the Huntington Disciplined Equity Fund; | (23) | ||
9 |
Amended and Restated Distribution Plan of the Registrant dated August 31, 2012; | (24) | ||
10 |
Amended and Restated Distribution Plan of the Registrant dated August 19, 2013 filed on Form 497 dated September 4, 2013; | |||
(11) |
Not applicable | |||
(12) |
||||
1 |
Opinions of Sullivan & Worcester, LLP, as to certain tax consequences- to be filed | () | ||
(13) |
||||
1 |
Conformed copy of Mutual Fund Services Agreement, Transfer Agency Services, dated June 23, 2006, between the Registrant and Unified Funds Services, Inc.; | (9) | ||
2 |
Conformed copy of Amended and Restated Exhibit A to the Mutual Fund Services Agreement, Transfer Agency Services, dated April 23, 2008, between the Registrant and Unified Funds Services, Inc.; | (14) | ||
3 |
Copy of Exhibit B to the Mutual Fund Services Agreement, Transfer Agency Services, dated June 23, 2006, between the Registrant and Unified Funds Services, Inc.; | (9) | ||
4 |
Copy of Exhibit C to the Mutual Fund Services Agreement, Transfer Agency Services, dated June 23, 2006, between the Registrant and Unified Funds Services, Inc.; | (9) | ||
5 |
Copy of Exhibit D to the Mutual Fund Services Agreement, Transfer Agency Services, dated June 23, 2006, between the Registrant and Unified Funds Services, Inc.; | (9) |
6 |
Conformed copy of Administrative Services Agreement dated June 23, 2006, between the Registrant and The Huntington National Bank; | (12) | ||
7 |
Conformed copy of Investment Company Exhibit, Amended and Restated as of August 31, 2007, to Administrative Services Agreement dated June 23, 2006, between the Registrant and The Huntington National Bank; | (12) | ||
8 |
Conformed copy of Administrative Services Fee Exhibit to Administrative Services Agreement dated June 23, 2006, between the Registrant and The Huntington National Bank; | (12) | ||
9 |
Conformed copy of First Amendment, dated June 29, 2007, to Administrative Services Agreement dated June 23, 2006, between the Registrant and The Huntington National Bank; | (12) | ||
10 |
Conformed copy of Administrative Services Agreement (Shareholder Services) between the Registrant and The Huntington National Bank, dated June 23, 2006; | (9) | ||
11 |
Conformed copy of Exhibit A to Administrative Services Agreement (Shareholder Services) between the Registrant and The Huntington National Bank, dated June 23, 2006; | (9) | ||
12 |
Conformed copy of Agreement for Sub-Administrative Services, dated June 23, 2006, among Registrant, The Huntington National Bank and Federated Services Company; | (9) | ||
13 |
Conformed copy of Investment Company Exhibit, Amended and Restated as of August 31, 2007, dated September 11, 2007, to Agreement for Sub-Administrative Services, dated June 23, 2006, among Registrant, The Huntington National Bank and Federated Services Company; | (12) | ||
14 |
Conformed copy of Sub-Administrative Services Fee Exhibit to Agreement for Sub-Administrative Services, dated June 23, 2006, among Registrant, The Huntington National Bank and Federated Services Company; | (9) | ||
15 |
Conformed copy of First Amendment, dated June 29, 2007, to Sub-Administrative Services Fee Exhibit to Agreement for Sub-Administrative Services, dated June 23, 2006, among Registrant, The Huntington National Bank and Federated Services Company; | (12) | ||
16 |
Conformed copy of Financial Administration and Accounting Services Agreement between the Registrant and The Huntington National Bank dated December 1, 2001; | (9) | ||
17 |
Conformed copy of Exhibit A, Amended and Restated as of August 31, 2007, dated September 11, 2007, to the Financial Administration and Accounting Services Agreement between the Registrant and The Huntington National Bank dated December 1, 2001; | (12) | ||
18 |
Conformed copy of Fund Accounting Agreement dated May 1, 2002, between the Registrant and BISYS Fund Services Ohio, Inc.; | (10) | ||
19 |
Conformed copy of Amendment #1 to Fund Accounting Agreement dated May 1, 2002, between the Registrant and BISYS Fund Services Ohio, Inc.; | (10) |
20 |
Conformed copy of Amendment #2 to Fund Accounting Agreement dated May 1, 2002, between the Registrant and BISYS Fund Services Ohio, Inc.; | (10) | ||
21 |
Conformed copy of Amendment #3 to Fund Accounting Agreement dated May 1, 2002, between the Registrant and BISYS Fund Services Ohio, Inc.; | (10) | ||
22 |
Conformed copy of Fund Participation Agreement among the Registrant, Huntington Asset Advisors, Inc., Edgewood Services, Inc. and Hartford Life Insurance Company, dated June 23, 2006; | (10) | ||
23 |
Conformed copy of Schedule A dated June 23, 2006 to the Fund Participation Agreement among the Registrant, Huntington Asset Advisors, Inc., Edgewood Services, Inc. and Hartford Life Insurance Company, dated June 23, 2006; | (12) | ||
24 |
Form of Amended and Restated Amendment #1 to Schedule B dated June 23, 2006 and revised August 31, 2007, to the Fund Participation Agreement among the Registrant, Huntington Asset Advisors, Inc., Edgewood Services, Inc. and Hartford Life Insurance Company, dated June 23, 2006; | (12) | ||
25 |
Copy of Schedule C to the Fund Participation Agreement among the Registrant, Huntington Asset Advisors, Inc., Edgewood Services, Inc. and Hartford Life Insurance Company, dated June 23, 2006; | (12) | ||
26 |
Form of Fund Participation Agreement among Nationwide Life Insurance Company and Nationwide Life and Annuity Insurance Company; the Registrant; Huntington Asset Advisors, Inc.; and Edgewood Services, Inc., dated June 23, 2006, including Exhibits A through E; | (10) | ||
27 |
Conformed copy of Fund Participation Agreement among the Registrant, Edgewood Services, Inc., Huntington Asset Advisors, Inc., and Transamerica Life Insurance Company, dated June 23, 2006; | (10) | ||
28 |
Conformed copy of Fund Participation Agreement among the Registrant, Edgewood Services, Inc., Huntington Asset Advisors, Inc. and Sun Life Assurance Company of Canada (U.S.) dated January 1, 2008; | (12) | ||
29 |
Conformed copy of Registrants Shareholder Services Plan dated February 13, 2007; | (11) | ||
30 |
Conformed copy of Exhibit A dated September 10, 2008 to Registrants Shareholder Services Plan; | (14) | ||
31 |
Conformed copy of Indemnification Agreement between Registrant and Trustee of Trust dated November 9, 2006; | (11) | ||
32 |
Conformed copy of Indemnification Agreement between Registrant and Trustee of Trust dated November 9, 2006; | (11) | ||
33 |
Conformed copy of Indemnification Agreement between Registrant and Trustee of Trust dated November 9, 2006; | (11) | ||
34 |
Conformed copy of Indemnification Agreement between Registrant and Trustee of Trust dated November 9, 2006; | (11) |
35 |
Conformed copy of Indemnification Agreement between Registrant and Trustee of Trust dated November 9, 2006; | (11) | ||||
36 |
Conformed copy of Indemnification Agreement between Registrant and Trustee of Trust dated December 1, 2006; | (11) | ||||
37 |
Conformed copy of Indemnification Agreement between Registrant and Trustee of Trust dated November 9, 2006; | (11) | ||||
38 |
Conformed copy of Consultant Agreement between Huntington Asset Advisors, Inc. and Laffer Investments, Inc. dated September 1, 2008; | (14) | ||||
39 |
Conformed copy of Schedule A to the Fund Participation Agreement among the Registrant, Edgewood Services, Inc., Huntington Asset Advisors, Inc. and Sun Life Assurance Company of Canada (U.S.), dated October 21, 2008; | (15) | ||||
40 |
Copy of Appendix A to Indemnification Agreement between Registrant and Trustee William H. Zimmer III, dated October 21, 2008; | (15) | ||||
41 |
Copy of Appendix A to Indemnification Agreement between Registrant and Trustee Thomas Westerfield, dated October 21, 2008 | (15) | ||||
42 |
Copy of Appendix A to Indemnification Agreement between Registrant and Trustee Mark Shary, dated October 21, 2008; | (15) | ||||
43 |
Copy of Appendix A to Indemnification Agreement between Registrant and Trustee Tadd Seitz, dated October 21, 2008; | (15) | ||||
44 |
Copy of Appendix A to Indemnification Agreement between Registrant and Trustee B. Randolph Bateman, dated October 21, 2008; | (15) | ||||
45 |
Copy of Appendix A to Indemnification Agreement between Registrant and Trustee David Schoedinger, dated October 21, 2008; | (15) | ||||
46 |
Conformed copy of Amended and Restated Administrative Services Agreement between the Registrant and The Huntington National Bank, dated December 1, 2008; | (15) | ||||
47 |
Form of Mutual Fund Services Agreement, Fund Sub-Administration Services between The Huntington National Bank and Unified Fund Services, Inc., dated April 1, 2009; | (15) | ||||
48 |
Form of Mutual Fund Sales and Services Agreement (Unified Financial Securities, Inc.); | (15) | ||||
49 |
Conformed copy of Amended and Restated Exhibit #2 to Exhibit A to Administrative Services Agreement (Shareholder Services) between the Registrant and Huntington National Bank, dated May 1, 2008; | (15) | ||||
50 |
Conformed copy of Exhibit A to the Mutual Fund Services Agreement for Transfer Agency Services between Unified Fund Services, Inc. and the Registrant (Amended and Restated as of October 21, 2008); | (15 | ) |
51 |
Conformed copy of Amendment No. 2 to Participation Agreement among the Registrant, Edgewood Services, Inc., Huntington Asset Advisors, Inc., and Transamerica Life Insurance Company, dated November 1, 2008; | (15) | ||
52 |
Form of Shareholder Services Agreement of the Registrant (including Amended and Restated Amendment #1 to Exhibit A); | (15) | ||
53 |
Conformed copy of Second Amended and Restated Exhibit A to The Huntington Funds Shareholder Services Plan, dated September 17, 2008; | (15) | ||
54 |
Conformed copy of Mutual Fund Services Agreement for Sub-Administration Services between Huntington National Bank and Unified Fund Services, Inc., dated April 1, 2009, including Exhibit A and Exhibit B; | (17) | ||
55 |
Conformed copy of Amended and Restated Exhibit A (dated April 1, 2009) to Administrative Services Agreement (Shareholder Services) between the Registrant and Huntington National Bank, dated June 23, 2006; | (17) | ||
56 |
Conformed copy of Amendment dated May 7, 2009, to Amended and Restated Administrative Services Agreement dated June 23, 2006, between the Registrant and Huntington National Bank; | (17) | ||
57 |
Conformed copy of Fund Participation Agreement between Nationwide Financial Services, Inc. and Unified Financial Securities, Inc. as distributor of the Funds, dated April 21, 2009, including Exhibits A through D | (17) | ||
58 |
Form of Fund Participation Agreement among the Registrant, Huntington Asset Advisors, Inc., Unified Financial Securities, Inc. and Hartford Life Insurance Company, dated April 1, 2009, including Schedules A through C; | (17) | ||
59 |
Conformed copy of Exhibit A, Amended & Restated as of July 29, 2009, to Mutual Fund Services Agreement, Transfer Agency Services dated June 23, 2006, between the Registrant and Unified Funds Services, Inc.; | (17) | ||
60 |
Conformed copy of Indemnification Agreement between Registrant and Trustee Alistair Jessiman, dated January 29, 2010; | (19) | ||
61 |
Conformed copy of Exhibit A to the Shareholder Services Plan of The Huntington Funds, amended and restated as of December 28, 2009; | (19) | ||
62 |
Copy of Exhibit A to the Shareholder Services Agreement of the Registrant, amended and restated as of December 28, 2009; | (19) | ||
63 |
Conformed copy of Exhibit A to the Mutual Fund Services Agreement for Fund Sub-Administration Services, dated December 28, 2009; | (19) | ||
64 |
Conformed copy of Exhibit A to the Mutual Fund Services Agreement for Transfer Agency Services between Unified Fund Services, Inc. and The Huntington Funds, amended and restated as of December 28, 2009; | (19) |
65 |
Conformed copy of Exhibit A to the Administrative Services Agreement, amended and restated as of December 28, 2009; | (19) | ||
66 |
Amendment to Mutual Fund Services Agreement, Transfer Agency Services, dated June 23, 2006, between the Registrant and Unified Funds Services, Inc., relating to the Huntington World Income Fund; | (22) | ||
67 |
Amendment to Administrative Services Agreement, Exhibit A, dated June 23, 2006, between the registrant and Huntington National Bank, relating to the Huntington World Income Fund; | (22) | ||
68 |
Amendment to the Shareholder Services Agreement, regarding the Huntington World Income Fund; | (22) | ||
69 |
Amendment to Mutual Fund Services Agreement, Transfer Agency Services, dated June 23, 2006, between the Registrant and Unified Funds Services, Inc., relating to the Huntington Disciplined Equity Fund; | (23) | ||
70 |
Amendment to Administrative Services Agreement, Exhibit A, dated June 23, 2006, between the registrant and Huntington National Bank, relating to the Huntington Disciplined Equity Fund; | (23) | ||
71 |
Amendment to the Shareholder Services Agreement, regarding the Huntington Disciplined Equity Fund; | (23) | ||
72 |
Conformed copy of Exhibit A, Amended and Restated as of July 5, 2010, to the Financial Administration and Accounting Services Agreement between the Registrant and The Huntington National Bank dated December 1, 2001; | (23) | ||
73 |
Expense Limitation Agreement dated August 31, 2012, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington Income Generation Fund; | (24) | ||
74 |
Expense Limitation Agreement dated September 28, 2012, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington Dividend Capture Fund; | (25) | ||
75 |
Expense Limitation Agreement dated November 30, 2012, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington World Income Fund; | (26) | ||
76 |
Expense Limitation Agreement dated February 1, 2013, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington US Treasury Money Market Fund; | (27) | ||
77 |
Expense Limitation Agreement dated February 15, 2013, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington VA Real Strategies Fund; | (27) | ||
78 |
Expense Limitation Agreement dated May 1, 2013, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington Balanced Allocation Fund; | (27) | ||
79 |
Expense Limitation Agreement dated May 1, 2013, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington Conservative Allocation Fund; | (27) |
80 |
Expense Limitation Agreement dated May 1, 2013, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington Growth Allocation Fund; | (27) | ||
81 |
Expense Limitation Agreement dated May 1, 2013, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington Global Select Markets Fund; | (27) | ||
82 |
Expense Limitation Agreement dated May 1, 2013, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington VA Balanced Fund; | (27) | ||
83 |
Amended and Restated Administrative Services Agreement dated June 23, 2006, as amended August 31, 2012, between the Registrant and The Huntington National Bank; | (29) | ||
84 |
Amendment to Mutual Fund Services Agreement for Transfer Agency Services dated August 31, 2012, between the Registrant and Huntington Asset Services, Inc.; | (29) | ||
85 |
Administrative Services Agreement dated December 1, 2012, between the Registrant and Huntington Asset Services, Inc; | (29) | ||
86 |
Expense Limitation Agreement dated April 24, 2013, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington Growth Fund; | (29) | ||
87 |
Expense Limitation Agreement dated November 22, 2013, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington Dividend Capture Fund; | (32) | ||
88 |
Expense Limitation Agreement dated December 13, 2013, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington Disciplined Equity Fund; | (32) | ||
89 |
Expense Limitation Agreement dated December 13, 2013, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington Dividend Capture Fund; | (32) | ||
90 |
Expense Limitation Agreement dated December 13, 2013, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington Income Generation Fund; | (32) | ||
91 |
Expense Limitation Agreement dated December 13, 2013, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington Real Strategies Fund; | (32) | ||
92 |
Expense Limitation Agreement dated December 13, 2013, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington Situs Fund; | (32) | ||
93 |
Expense Limitation Agreement dated December 13, 2013, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington World Income Fund; | (32) | ||
94 |
Expense Limitation Agreement dated February 28, 2014, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington Income Generation Fund; | (34) | ||
95 |
Expense Limitation Agreement dated February 28, 2014, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington World Income Fund; | (34) | ||
96 |
Amendment No. 4 dated May 1, 2013, to the Participation Agreement between the Registrant, Unified Financial Securities, Inc., Huntington Asset Advisors, Inc., Transamerica Financial Life Insurance Company and Transamerica Life Insurance Company filed on Form 497 dated September 4, 2013; |
97 |
Amendment to Mutual Fund Services Agreement for Transfer Agency Services dated August 19, 2013, between the Registrant and Huntington Asset Services, Inc. filed on Form 497 dated September 4, 2013; | |||||
98 |
Amendment to Exhibit A dated August 19, 2013 to the Administrative Services Agreement dated June 23, 2006, between the Registrant and The Huntington National Bank filed on Form 497 dated September 4, 2013; | |||||
(14) |
||||||
1 |
Consent of Ernst & Young, LLP, is filed herewith. | (+) | ||||
(15) |
Not applicable | |||||
(16) |
||||||
1 |
Powers of Attorney of the Board of Trustees of The Huntington Funds, is filed herewith. | (+) | ||||
(17) |
Not applicable | |||||
(+) | Exhibit is being filed electronically with registration statement. |
ALL RESPONSES, UNLESS OTHERWISE INDICATED, ARE INCORPORATED BY REFERENCE TO A POST-EFFECTIVE AMENDMENT (PEA) OF THE REGISTRANT FILED ON FORM N-1A (FILE NOS. 33-11905 and 811-5010.)
1 |
PEA No. 20 filed April 26, 1996. | |
2 |
PEA No. 38 filed February 21, 2002. | |
3 |
PEA No. 26 filed April 30, 1998. | |
4 |
PEA No. 43 filed February 2, 2004. | |
5 |
PEA No. 44 filed February 23, 2004. | |
6 |
PEA No. 45 filed April 29, 2004. | |
7 |
PEA No. 47 filed April 29, 2005. | |
8 |
PEA No. 48 filed April 28, 2006. | |
9 |
PEA No. 50 filed August 24, 2006. | |
10 |
PEA No. 51 filed February 8, 2007. | |
11 |
PEA No. 52 filed April 30, 2007. |
12 |
PEA No. 56 filed April 14, 2008. | |
13 |
PEA No. 57 filed April 29, 2008. | |
14 |
PEA No. 63 filed October 21, 2008. | |
15 |
PEA No. 64 filed April 29, 2009. | |
16 |
PEA No. 65 filed May 15, 2009. | |
17 |
PEA No. 66 filed October 14, 2009. | |
18 |
PEA No. 67 filed February 24, 2010. | |
19 |
PEA No. 68 filed April 30, 2010. | |
20 |
PEA No. 69 filed February 14, 2011. | |
21 |
PEA No. 71 filed April 15, 2011. | |
22 |
PEA No. 72 filed May 2, 2011. | |
23 |
PEA No. 76 filed July 28, 2011. | |
24 |
PEA No. 84 filed June 1, 2012. | |
25 |
PEA No. 85 filed July 6, 2012. | |
26 |
PEA No. 86 filed August 15, 2012. | |
27 |
PEA No. 88 filed February 28, 2013. | |
28 |
PEA No. 90 filed April 16, 2013. | |
29 |
PEA No. 91 filed April 30, 2013. | |
30 |
PEA No. 94 filed October 15, 2013. | |
31 |
PEA No. 95 filed October 15, 2013. | |
32 |
PEA No. 96 filed December 12, 2013. | |
33 |
PEA No. 97 filed December 12, 2013. | |
34 |
PEA No. 100 filed February 27, 2014. |
Item 17 | Undertakings: |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this Post-Effective Amendment No. to the Registrants registration statement on Form N-14 under Rule 485(b) under the Securities Act of 1933, as amended, and has duly caused this Post-Effective Amendment No. to the Registrants registration statement on Form N-14 to be signed on its behalf by the undersigned, duly authorized, in the City of Indianapolis.
THE HUNTINGTON FUNDS | ||
BY: | /s/ Jay S. Fitton | |
Jay S. Fitton, Secretary |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form N-14 has been signed below by the following persons in the capacities and on the date(s) indicated:
*By: | /s/ Jay S. Fitton |
March 18, 2014 | ||||
Jay S. Fitton, Attorney in Fact for the Persons Listed Below | Date | |||||
/s/ Joseph L. Rezabek |
March 18, 2014 | |||||
Joseph L. Rezabek, President | Date | |||||
/s/ R. Jeffrey Young |
March 18, 2014 | |||||
R. Jeffrey Young, Principal Executive Officer | Date | |||||
/s/ Martin R. Dean |
March 18, 2014 | |||||
Anti-Money Laundering Officer and | Date | |||||
Chief Compliance Officer | ||||||
/s/ Bryan W. Ashmus |
March 18, 2014 | |||||
Bryan W. Ashmus, Treasurer and | Date | |||||
Principal Financial Officer | ||||||
* |
March 18, 2014 | |||||
David S. Schoedinger, Trustee | Date | |||||
* |
March 18, 2014 | |||||
Thomas J. Westerfield, Trustee | Date | |||||
* |
March 18, 2014 | |||||
Mark D. Shary, Trustee | Date | |||||
* |
March 18, 2014 | |||||
William H. Zimmer, Trustee | Date | |||||
* |
March 18, 2014 | |||||
Eddie R. Munson, Trustee |
* | By Power of Attorney |
Exhibit Index
Exhibit |
Item | |
(4) 1 | Form of Agreement and Plan of Reorganization | |
(14) 1 | Consent of Ernst & Young, LLP | |
(16) 1 | Powers of Attorney of the Board of Trustees of The Huntington Funds |
FORM OF AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the Agreement) is made as of this 30th day of January, 2014, by and between The Huntington Funds, a Delaware statutory trust, with its principal place of business at 2960 N. Meridian Street, Suite 300, Indianapolis, IN 46208 (the Trust), with respect to its Huntington VA Situs Fund (the Acquiring Fund), and the Trust, with respect to its Huntington VA Mid Corp America Fund (the Selling Fund).
The reorganization (the Reorganization) will consist of (i) the transfer of all of the assets of the Selling Fund in exchange solely for shares of beneficial interest, without par value per share, of the Acquiring Fund (the Acquiring Fund Shares); (ii) the assumption by the Acquiring Fund of all of the liabilities of the Selling Fund; and (iii) the distribution, after the Closing Date hereinafter referred to, of the Acquiring Fund Shares to the shareholders of the Selling Fund in liquidation of the Selling Fund as provided herein, all upon the terms and conditions hereinafter set forth in this Agreement.
WHEREAS, the Selling Fund and the Acquiring Fund are each a separate investment series of an open-end, registered investment company of the management type and the Selling Fund owns securities that generally are assets of the character in which the Acquiring Fund is permitted to invest;
WHEREAS, the Selling Fund and the Acquiring Fund are authorized to issue their shares of beneficial interest;
WHEREAS, the Trustees of the Trust have determined that the transactions contemplated herein will be in the best interests of the Acquiring Fund and its shareholders;
WHEREAS, the Trustees of the Trust have determined that the Selling Fund should exchange all of its assets and liabilities for Acquiring Fund Shares and that the interests of the existing shareholders of the Selling Fund will not be diluted as a result of the transactions contemplated herein;
NOW, THEREFORE, in consideration of the premises and of the covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows:
ARTICLE I
TRANSFER OF ASSETS OF THE SELLING FUND IN EXCHANGE FOR THE
ACQUIRING FUND SHARES AND ASSUMPTION OF SELLING FUND
LIABILITIES AND LIQUIDATION OF THE SELLING FUND
1.1 THE EXCHANGE. Subject to the terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Selling Fund agrees to transfer all of the Selling Funds assets as set forth in paragraph 1.2 to the Acquiring Fund. The Acquiring Fund agrees in exchange for the Selling Funds assets (i) to deliver to the Selling Fund the number of Acquiring Fund Shares, including fractional Acquiring Fund Shares, computed in
1
the manner and as of the time and date set forth in paragraphs 2.2 and 2.3; and (ii) to assume all of the liabilities of the Selling Fund, as set forth in paragraph 1.3. Such transactions shall take place on the Closing Date provided for in paragraph 3.1.
1.2 ASSETS TO BE ACQUIRED. The assets of the Selling Fund to be acquired by the Acquiring Fund shall consist of all property, including, without limitation, all cash, securities, commodities, interests in futures and dividends or interest receivables, that is owned by the Selling Fund and any deferred or prepaid expenses shown as an asset on the books of the Selling Fund on the Closing Date.
The Selling Fund has provided the Acquiring Fund with its most recent unaudited financial statements, which contain a list of all of the Selling Funds assets as of the date thereof. The Selling Fund hereby represents that as of the date of the execution of this Agreement there have been no changes in its financial position as reflected in said financial statements other than those occurring in the ordinary course of its business in connection with the purchase and sale of securities and the payment of its normal operating expenses. The Selling Fund reserves the right to sell any of such securities, but will not, without the prior written approval of the Acquiring Fund, acquire any additional securities other than securities of the type in which the Acquiring Fund is permitted to invest.
The Acquiring Fund will, within a reasonable time prior to the Closing Date, furnish the Selling Fund with a list of the securities, if any, on the Selling Funds list referred to in the second sentence of this paragraph that do not conform to the Acquiring Funds investment objectives, policies, and restrictions. The Selling Fund will, within a reasonable period of time (not less than 30 days) prior to the Closing Date, furnish the Acquiring Fund with a list of its portfolio securities and other investments. In the event that the Selling Fund holds any investments that the Acquiring Fund may not hold, the Selling Fund, if requested by the Acquiring Fund, will dispose of such securities prior to the Closing Date. In addition, if it is determined that the Selling Fund and the Acquiring Fund portfolios, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Selling Fund if requested by the Acquiring Fund will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. Notwithstanding the foregoing, nothing herein will require the Selling Fund to dispose of any investments or securities if, in the reasonable judgment of the Selling Fund, such disposition would violate the Selling Funds fiduciary duty to its shareholders.
1.3 LIABILITIES TO BE ASSUMED. The Selling Fund will endeavor to discharge all of its known liabilities and obligations prior to the Closing Date. The Acquiring Fund shall assume all of the Selling Funds liabilities and obligations of any kind whatsoever, whether absolute, accrued, contingent or otherwise in existence on the Closing Date.
1.4 LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is conveniently practicable (the Liquidation Date), (a) the Selling Fund will liquidate and distribute pro rata to the Selling Funds shareholders of record, determined as of the close of business on the Valuation Date (the Selling Fund Shareholders), the Acquiring Fund Shares received by the Selling Fund pursuant to paragraph 1.1; and (b) the Selling Fund will thereupon
2
proceed to terminate as set forth in paragraph 1.8 below. Such liquidation and distribution will be accomplished by the transfer of the Acquiring Fund Shares then credited to the account of the Selling Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Selling Fund Shareholders and representing the respective pro rata number of the Acquiring Fund Shares due such shareholders. All issued and outstanding shares of the Selling Fund will simultaneously be canceled on the books of the Selling Fund. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with such exchange.
1.5 OWNERSHIP OF SHARES. Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Funds transfer agent. Shares of the Acquiring Fund will be issued in the manner described in the Prospectus/Information Statement which has been distributed to shareholders of the Selling Fund as described in paragraph 4.1(o).
1.6 TRANSFER TAXES. Any transfer taxes payable upon issuance of the Acquiring Fund Shares in a name other than the registered holder of the Selling Fund shares on the books of the Selling Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom such Acquiring Fund Shares are to be issued and transferred.
1.7 REPORTING RESPONSIBILITY. Any reporting responsibility of the Selling Fund is and shall remain the responsibility of the Selling Fund up to and including the Closing Date and such later date on which the Selling Fund is terminated.
1.8 TERMINATION. The Trust shall take all necessary and appropriate steps under applicable law to terminate the Selling Fund promptly following the Closing Date and the making of all distributions pursuant to paragraph 1.4.
ARTICLE II
VALUATION
2.1 VALUATION OF ASSETS. The value of the Selling Funds assets to be acquired by the Acquiring Fund hereunder shall be the value of such assets computed as of the close of business on the New York Stock Exchange on the business day next preceding the Closing Date (such time and date being hereinafter called the Valuation Date), using the valuation procedures set forth in the Trusts Declaration of Trust and the Selling Funds then current prospectus and statement of additional information or such other valuation procedures as shall be mutually agreed upon by the parties.
2.2 VALUATION OF SHARES. The net asset value per share of the Acquiring Fund Shares shall be the net asset value per share computed as of the close of business on the New York Stock Exchange on the Valuation Date, using the valuation procedures set forth in the Trusts Declaration of Trust and the Acquiring Funds then current prospectus and statement of additional information.
3
2.3 SHARES TO BE ISSUED. The number of full and fractional Acquiring Fund Shares to be issued in exchange for the Selling Funds assets shall be determined by multiplying the outstanding shares of the Selling Fund by the ratio computed by dividing the net asset value per share of the Selling Fund by the net asset value per share of the Acquiring Fund on the Valuation Date, determined in accordance with in paragraph 2.2.
2.4 DETERMINATION OF VALUE. All computations of value shall be made by Huntington Asset Services, Inc., the Acquiring Funds and the Selling Funds transfer agent, in accordance with its regular practice in pricing the shares and assets of the Acquiring Fund and the Selling Fund.
ARTICLE III
CLOSING AND CLOSING DATE
3.1 CLOSING DATE. The closing of the Reorganization (the Closing) shall take place on or about June 23, 2014 or such other date as the parties may agree to in writing (the Closing Date). All acts taking place at the Closing shall be deemed to take place simultaneously immediately prior to the opening of business on the Closing Date unless otherwise provided. The Closing shall be held as of 8:00 a.m. EST at the offices of the Trust, or at such other time and/or place as the parties may agree.
3.2 EFFECT OF SUSPENSION IN TRADING. In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Selling Fund shall be closed to trading or trading thereon shall be restricted; or (b) trading or the reporting of trading on said Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquiring Fund or the Selling Fund is impracticable, the Valuation Date (and the Closing Date) shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored.
3.3 TRANSFER AGENTS CERTIFICATE. The Selling Fund shall cause its transfer agent to deliver at the Closing a certificate of an authorized officer stating that its records contain the names and addresses of the Selling Fund Shareholders and the number and percentage ownership of outstanding shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver, or cause its transfer agent, to issue and deliver, to the Secretary of the Trust a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date or provide evidence satisfactory to the Selling Fund that such Acquiring Fund Shares have been credited to the Selling Funds account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, receipts and other documents as such other party or its counsel may reasonably request.
4
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
4.1 REPRESENTATIONS OF THE SELLING FUND. The Selling Fund represents and warrants to the Acquiring Fund as follows:
(a) | The Selling Fund is a separate investment series of the Trust, a statutory trust duly organized, validly existing, and in good standing under the laws of Delaware. |
(b) | The Selling Fund is a separate investment series of the Trust, which is registered as an investment company classified as a management company of the open-end type, and its registration with the Securities and Exchange Commission (the Commission) as an investment company under the Investment Company Act of 1940, as amended (the 1940 Act), is in full force and effect. |
(c) | The current prospectus and statement of additional information of the Selling Fund conform in all material respects to the applicable requirements of the Securities Act of 1933, as amended (the 1933 Act), and the 1940 Act and the rules and regulations of the Commission thereunder and do not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. |
(d) | The Selling Fund is not, and the execution, delivery, and performance of this Agreement will not result, in violation of any provision of the Trusts Declaration of Trust or By-Laws or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Selling Fund is a party or by which it is bound. |
(e) | The Selling Fund has no material contracts or other commitments (other than this Agreement) that will be terminated with liability to it prior to the Closing Date, except for liabilities, if any, to be discharged as provided in paragraph 1.3 hereof. |
(f) | Except as otherwise disclosed in writing to and accepted by the Acquiring Fund, no litigation, administrative proceeding, or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Selling Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect its financial condition, the conduct of its business, or the ability of the Selling Fund to carry out the transactions contemplated by this Agreement. The Selling Fund knows of no facts that might form the basis for the institution of such proceedings and is not a party to or subject to the provisions of any order, |
5
decree, or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions herein contemplated. |
(g) | The audited financial statements of the Selling Fund at December 31, 2013 are in accordance with generally accepted accounting principles consistently applied, and such statements (copies of which have been furnished to the Acquiring Fund) fairly reflect the financial condition of the Selling Fund as of such date, and there are no known contingent liabilities of the Selling Fund as of such date not disclosed therein. |
(h) | Since December 31, 2013, there has not been any material adverse change in the Selling Funds financial condition, assets, liabilities, or business other than changes occurring in the ordinary course of business, or any incurrence by the Selling Fund of indebtedness maturing more than one year from the date such indebtedness was incurred, except as otherwise disclosed to and accepted by the Acquiring Fund. For the purposes of this subparagraph (h), a decline in the net asset value of the Selling Fund shall not constitute a material adverse change. |
(i) | At the Closing Date, all federal and other tax returns and reports of the Selling Fund required by law to have been filed by such date shall have been filed, and all federal and other taxes shown due on said returns and reports shall have been paid, or provision shall have been made for the payment thereof. To the best of the Selling Funds knowledge, no such return is currently under audit, and no assessment has been asserted with respect to such returns. |
(j) | For each fiscal year of its operation, the Selling Fund has met the requirements of Subchapter M of the Code for qualification and treatment as a regulated investment company and has distributed in each such year all net investment income and realized capital gains. |
(k) | All issued and outstanding shares of the Selling Fund are, and at the Closing Date will be, duly and validly issued and outstanding, fully paid and non-assessable by the Selling Fund. All of the issued and outstanding shares of the Selling Fund will, at the time of the Closing Date, be held by the persons and in the amounts set forth in the records of the transfer agent as provided in paragraph 3.3. The Selling Fund does not have outstanding any options, warrants, or other rights to subscribe for or purchase any of the Selling Fund shares, nor is there outstanding any security convertible into any of the Selling Fund shares. |
(l) | At the Closing Date, the Selling Fund will have good and marketable title to the Selling Funds assets to be transferred to the Acquiring Fund pursuant to paragraph 1.2 and full right, power, and authority to sell, assign, transfer, and deliver such assets hereunder, and, upon delivery and payment for such assets, |
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the Acquiring Fund will acquire good and marketable title thereto, subject to no restrictions on the full transfer thereof, including such restrictions as might arise under the 1933 Act, other than as disclosed to the Acquiring Fund and accepted by the Acquiring Fund. |
(m) | The execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on the part of the Selling Fund and, subject to approval by the Selling Funds shareholders, this Agreement constitutes a valid and binding obligation of the Selling Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors rights and to general equity principles. |
(n) | The information furnished by the Selling Fund for use in no-action letters, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated hereby is accurate and complete in all material respects and complies in all material respects with federal securities and other laws and regulations thereunder applicable thereto. |
(o) | The Selling Fund has provided the Acquiring Fund with information reasonably necessary for the preparation of a Prospectus/Information Statement, in compliance with the 1933 Act, the Securities Exchange Act of 1934, as amended (the 1934 Act) and the 1940 Act. The Prospectus/Information Statement (other than information therein that relates to the Acquiring Fund and any other fund described therein other than the Selling Fund) does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. |
4.2 REPRESENTATIONS OF THE ACQUIRING FUND. The Acquiring Fund represents and warrants to the Selling Fund as follows:
(a) | The Acquiring Fund is a separate investment series of the Trust. |
(b) | The Acquiring Fund is a separate investment series of the Trust, which is registered as an investment company classified as a management company of the open-end type, and its registration with the Commission as an investment company under the 1940 Act is in full force and effect. |
(c) | The prospectus and statement of additional information, as of the date of the Prospectus/Information Statement, of the Acquiring Fund will conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. |
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(d) | The Acquiring Fund is not, and the execution, delivery and performance of this Agreement will not result, in violation of the Trusts Declaration of Trust or By-Laws or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Acquiring Fund is a party or by which it is bound. |
(e) | Except as otherwise disclosed in writing to the Selling Fund and accepted by the Selling Fund, no litigation, administrative proceeding or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Acquiring Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect its financial condition and the conduct of its business or the ability of the Acquiring Fund to carry out the transactions contemplated by this Agreement. The Acquiring Fund knows of no facts that might form the basis for the institution of such proceedings and is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions contemplated herein. |
(f) | The audited financial statements of the Acquiring Fund at December 31, 2013 are in accordance with generally accepted accounting principles consistently applied, and such statements (copies of which have been furnished to the Selling Fund) fairly reflect the financial condition of the Acquiring Fund as of such date, and there are no known contingent liabilities of the Acquiring Fund as of such date not disclosed therein. |
(g) | Since December 31, 2013, there has not been any material adverse change in the Acquiring Funds financial condition, assets, liabilities, or business other than changes occurring in the ordinary course of business, or any incurrence by the Acquiring Fund of indebtedness maturing more than one year from the date such indebtedness was incurred, except as otherwise disclosed to and accepted by the Selling Fund. For the purposes of this subparagraph (g), a decline in the net asset value of the Acquiring Fund shall not constitute a material adverse change. |
(h) | At the Closing Date, all federal and other tax returns and reports of the Acquiring Fund required by law then to be filed by such date shall have been filed, and all federal and other taxes shown due on said returns and reports shall have been paid or provision shall have been made for the payment thereof. To the best of the Acquiring Funds knowledge, no such return is currently under audit, and no assessment has been asserted with respect to such returns. |
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(i) | For each fiscal year of its operation, the Selling Fund has met the requirements of Subchapter M of the Code for qualification and treatment as a regulated investment company and has distributed in each such year all net investment income and realized capital gains. |
(j) | All issued and outstanding Acquiring Fund Shares are, and at the Closing Date will be, duly and validly issued and outstanding, fully paid and non-assessable. The Acquiring Fund does not have outstanding any options, warrants, or other rights to subscribe for or purchase any Acquiring Fund Shares, nor is there outstanding any security convertible into any Acquiring Fund Shares. |
(k) | The execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund, and this Agreement constitutes a valid and binding obligation of the Acquiring Fund enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors rights and to general equity principles. |
(l) | The Acquiring Fund Shares to be issued and delivered to the Selling Fund, for the account of the Selling Fund Shareholders, pursuant to the terms of this Agreement will, at the Closing Date, have been duly authorized and, when so issued and delivered, will be duly and validly issued Acquiring Fund Shares, and will be fully paid and non-assessable. |
(m) | The information furnished by the Acquiring Fund for use in no-action letters, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated hereby is accurate and complete in all material respects and complies in all material respects with federal securities and other laws and regulations applicable thereto. |
(n) | The Prospectus/Information Statement (only insofar as it relates to the Acquiring Fund) does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. |
(o) | The Acquiring Fund agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, and such of the state Blue Sky or securities laws as it may deem appropriate in order to continue its operations after the Closing Date. |
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ARTICLE V
COVENANTS OF THE ACQUIRING FUND AND THE SELLING FUND
5.1 OPERATION IN ORDINARY COURSE. The Acquiring Fund and the Selling Fund each will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include customary dividends and distributions.
5.2 INVESTMENT REPRESENTATION. The Selling Fund covenants that the Acquiring Fund Shares to be issued hereunder are not being acquired for the purpose of making any distribution thereof other than in accordance with the terms of this Agreement.
5.3 ADDITIONAL INFORMATION. The Selling Fund will assist the Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requests concerning the beneficial ownership of the Selling Fund shares.
5.4 FURTHER ACTION. Subject to the provisions of this Agreement, the Acquiring Fund and the Selling Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, including any actions required to be taken after the Closing Date.
ARTICLE VI
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLING FUND
The obligations of the Selling Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions:
6.1 All representations and warranties of the Acquiring Fund contained in this Agreement shall be true and correct as of the date hereof and as of the Closing Date with the same force and effect as if made on and as of the Closing Date, and the Acquiring Fund shall have delivered to the Selling Fund a certificate executed in its name by the Trusts President or Vice President, in form and substance reasonably satisfactory to the Selling Fund and dated as of the Closing Date, to such effect and as to such other matters as the Selling Fund shall reasonably request.
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6.2 With respect to the Selling Fund, the Trust shall have received on the Closing Date an opinion from Sullivan & Worcester LLP, counsel to the Trust and the Acquiring Fund, dated as of the Closing Date, in a form reasonably satisfactory to the Selling Fund, covering the following points:
(a) | The Acquiring Fund is a separate investment series of a business trust duly organized, validly existing and in good standing under the laws of the State of Delaware and has the trust power to own all of its properties and assets and, to the knowledge of such counsel, to carry on its business as presently conducted. |
(b) | The Acquiring Fund is a separate series of a Delaware statutory trust registered as an investment company under the 1940 Act, and, to such counsels knowledge, such registration with the Commission as an investment company under the 1940 Act is in full force and effect. |
(c) | This Agreement has been duly authorized, executed, and delivered by the Acquiring Fund and, assuming due authorization, execution and delivery of this Agreement by the Selling Fund, is a valid and binding obligation of the Acquiring Fund enforceable against the Acquiring Fund in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors rights generally and to general equity principles. |
(d) | Assuming that a consideration therefor not less than the net asset value thereof has been paid, the Acquiring Fund Shares to be issued and delivered to the Selling Fund on behalf of the Selling Fund Shareholders as provided by this Agreement are duly authorized and upon such delivery will be legally issued and outstanding and fully paid and non-assessable, and no shareholder of the Acquiring Fund has any statutory preemptive rights in respect thereof. |
(e) | The Registration Statement, to the knowledge of such counsel, has been declared effective by the Commission and no stop order under the 1933 Act pertaining thereto has been issued; and to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Delaware is required for consummation by the Acquiring Fund of the transactions contemplated herein, except such as have been obtained under the 1933 Act and the 1940 Act, and as may be required under state securities laws. |
(f) | The execution and delivery of this Agreement did not, and the consummation of the transactions contemplated hereby will not, result in a violation of the Trusts Declaration of Trust or By-Laws or a material provision of any material agreement, indenture, instrument, contract, lease or other undertaking (in each case known to such counsel) to which the Acquiring Fund is a party or by which it or any of its properties may be bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment, or decree to which the Acquiring Fund is a party or by which it is bound. |
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(g) | Only insofar as they relate to the Acquiring Fund, the descriptions in the Prospectus/Information Statement of statutes, legal and governmental proceedings and material contracts, if any, are accurate and fairly present the information required to be shown. |
(h) | Such counsel does not know of any legal or governmental proceedings, only insofar as they relate to the Acquiring Fund, existing on or before the effective date of the Prospectus/Information Statement or the Closing Date required to be described in the Prospectus/Information Statement or to be filed as exhibits to the Prospectus/Information Statement which are not described or filed as required. |
(i) | To the knowledge of such counsel, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Acquiring Fund or any of its properties or assets and the Acquiring Fund is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body, which materially and adversely affects its business, other than as previously disclosed in the Prospectus/Information Statement. |
Such opinion shall contain such assumptions and limitations as shall be in the opinion of Sullivan & Worcester LLP appropriate to render the opinions expressed therein.
ARTICLE VII
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND
The obligations of the Acquiring Fund to complete the transactions provided for herein shall be subject, at its election, to the performance by the Selling Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions:
7.1 All representations and warranties of the Selling Fund contained in this Agreement shall be true and correct as of the date hereof and as of the Closing Date with the same force and effect as if made on and as of the Closing Date, and the Selling Fund shall have delivered to the Acquiring Fund on the Closing Date a certificate executed in its name by the Trusts President or Vice President, in form and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to such effect and as to such other matters as the Acquiring Fund shall reasonably request.
7.2 The Selling Fund shall have delivered to the Acquiring Fund a statement of the Selling Funds assets and liabilities, together with a list of the Selling Funds portfolio securities showing the tax costs of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Treasurer or Assistant Treasurer of the Trust.
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7.3 With respect to the Acquiring Fund, the Trust shall have received on the Closing Date an opinion of Sullivan & Worcester LLP, counsel to the Trust and the Selling Fund, in a form reasonably satisfactory to the Acquiring Fund, covering the following points:
(a) | The Selling Fund is a separate investment series of the Trust, a statutory trust duly organized, validly existing and in good standing under the laws of the State of Delaware and has the trust power to own all of its properties and assets and, to the knowledge of such counsel, to carry on its business as presently conducted. |
(b) | The Selling Fund is a separate investment series of a Delaware statutory trust registered as an investment company under the 1940 Act, and, to such counsels knowledge, such registration with the Commission as an investment company under the 1940 Act is in full force and effect. |
(c) | This Agreement has been duly authorized, executed and delivered by the Selling Fund and, assuming due authorization, execution, and delivery of this Agreement by the Acquiring Fund, is a valid and binding obligation of the Selling Fund enforceable against the Selling Fund in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors rights generally and to general equity principles. |
(d) | To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Delaware is required for consummation by the Selling Fund of the transactions contemplated herein, except such as have been obtained under the 1933 Act and the 1940 Act, and as may be required under state securities laws. |
(e) | The execution and delivery of this Agreement did not, and the consummation of the transactions contemplated hereby will not, result in a violation of the Trusts Declaration of Trust or By-laws, or a material provision of any material agreement, indenture, instrument, contract, lease or other undertaking (in each case known to such counsel) to which the Selling Fund is a party or by which it or any of its properties may be bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty, under any agreement, judgment, or decree to which the Selling Fund is a party or by which it is bound. |
(f) | Only insofar as they relate to the Selling Fund, the descriptions in the Prospectus/Information Statement of statutes, legal and governmental proceedings and material contracts, if any, are accurate and fairly represent the information required to be shown. |
13
(g) | Such counsel does not know of any legal or governmental proceedings, only insofar as they relate to the Selling Fund existing on or before the effective date of the Prospectus/Information Statement or the Closing Date, required to be described in the Prospectus/Information Statement or to be filed as exhibits to the Prospectus/Information Statement which are not described or filed as required. |
(h) | To the knowledge of such counsel, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Selling Fund or any of its respective properties or assets and the Selling Fund is not a party to nor subject to the provisions of any order, decree or judgment of any court or governmental body, which materially and adversely affects its business other than as previously disclosed in the Prospectus/Information Statement. |
(i) | Assuming that a consideration therefor of not less than the net asset value thereof has been paid, and assuming that such shares were issued in accordance with the terms of the Selling Funds registration statement, or any amendment thereto, in effect at the time of such issuance, all issued and outstanding shares of the Selling Fund are legally issued and fully paid and non-assessable. |
Such opinion shall contain such other assumptions and limitations as shall be in the opinion of Sullivan & Worcester LLP appropriate to render the opinions expressed therein.
ARTICLE VIII
FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING
FUND AND THE SELLING FUND
If any of the conditions set forth below do not exist on or before the Closing Date with respect to the Selling Fund or the Acquiring Fund, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement:
8.1 On the Closing Date, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, nor instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act and no action, suit or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein.
8.2 All required consents of other parties and all other consents, orders, and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky securities authorities, including any necessary no-action positions of and exemptive orders from such federal and state authorities) to permit consummation of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent,
14
order, or permit would not involve a risk of a material adverse effect on the assets or properties of the Acquiring Fund or the Selling Fund, provided that either party hereto may for itself waive any of such conditions.
8.3 The Selling Fund shall have declared a dividend or dividends which, together with all previous such dividends shall have the effect of distributing to the Selling Fund Shareholders all of the Selling Funds investment company taxable income for all taxable periods ending on the Closing Date (computed without regard to any deduction for dividends paid) and all of the net capital gains realized in all taxable periods ending on the Closing Date (after reduction for any capital loss carryforward).
8.4 The Trust shall have received a favorable opinion of Sullivan & Worcester LLP addressed to the Acquiring Fund and the Selling Fund substantially to the effect that, for federal income tax purposes, and while the matter is not entirely free from doubt:
(a) | The transfer of all of the Selling Fund assets in exchange solely for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities of the Selling Fund followed by the distribution of the Acquiring Fund Shares to the Selling Fund Shareholders in dissolution and liquidation of the Selling Fund will constitute a reorganization within the meaning of Section 368(a)(1)(C) of the Code, and the Acquiring Fund and the Selling Fund will each be a party to a reorganization within the meaning of Section 368(b) of the Code. |
(b) | No gain or loss will be recognized by the Acquiring Fund upon the receipt of the assets of the Selling Fund solely in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities of the Selling Fund. |
(c) | No gain or loss will be recognized by the Selling Fund upon the transfer of the Selling Fund assets to the Acquiring Fund in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities of the Selling Fund or upon the distribution (whether actual or constructive) of the Acquiring Fund Shares to Selling Fund Shareholders in exchange for their shares of the Selling Fund. |
(d) | No gain or loss will be recognized by the Selling Fund Shareholders upon the exchange of their Selling Fund shares for the Acquiring Fund Shares in liquidation of the Selling Fund. |
(e) | The aggregate tax basis for the Acquiring Fund Shares received by each Selling Fund Shareholder pursuant to the Reorganization will be the same as the aggregate tax basis of the Selling Fund shares held by such Shareholder immediately prior to the Closing, and the holding period of the Acquiring Fund Shares received by each Selling Fund Shareholder will include the period during which the Selling Fund shares exchanged therefor were held by such Shareholder (provided the Selling Fund shares were held as capital assets on the date of the Closing). |
15
(f) | The tax basis of the Selling Fund assets acquired by the Acquiring Fund will be the same as the tax basis of such assets to the Selling Fund immediately prior to the Closing, and the holding period of the assets of the Selling Fund in the hands of the Acquiring Fund will include the period during which those assets were held by the Selling Fund. |
ARTICLE IX
EXPENSES
9.1 Except as otherwise provided for herein, all expenses of the transactions contemplated by this Agreement incurred by the Selling Fund and the Acquiring Fund, whether incurred before or after the date of this Agreement, will be borne by the Trust. Such expenses include, without limitation, (a) expenses incurred in connection with the entering into and the carrying out of the provisions of this Agreement; (b) expenses associated with the preparation and filing of the Prospectus/Information Statement under the 1933 Act covering the Acquiring Fund Shares to be issued pursuant to the provisions of this Agreement; (c) registration or qualification fees and expenses of preparing and filing such forms as are necessary under applicable state securities laws to qualify the Acquiring Fund Shares to be issued in connection herewith in each state in which the Selling Fund Shareholders are resident as of the date of the mailing of the Prospectus/Information Statement to such shareholders; (d) postage; (e) printing; (f) accounting fees; (g) legal fees; and (h) solicitation costs of the transaction.
ARTICLE X
ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES
10.1 The Acquiring Fund and the Selling Fund agree that neither party has made any representation, warranty or covenant not set forth herein and that this Agreement constitutes the entire agreement between the parties.
10.2 The representations, warranties, and covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall not survive the consummation of the transactions contemplated hereunder.
ARTICLE XI
TERMINATION
11.1 This Agreement may be terminated by the mutual agreement of the Acquiring Fund and the Selling Fund. In addition, either the Acquiring Fund or the Selling Fund may at its option terminate this Agreement at or prior to the Closing Date because:
16
(a) | of a breach by the other of any representation, warranty, or agreement contained herein to be performed at or prior to the Closing Date, if not cured within 30 days; or |
(b) | a condition herein expressed to be precedent to the obligations of the terminating party has not been met and it reasonably appears that it will not or cannot be met. |
11.2 In the event of any such termination, in the absence of willful default, there shall be no liability for damages on the part of the Acquiring Fund, the Selling Fund, the Trust, or its Trustees or officers, to the other party, but each shall bear the expenses incurred by it incidental to the preparation and carrying out of this Agreement as provided in paragraph 9.1.
ARTICLE XII
AMENDMENTS
12.1 This Agreement may be amended, modified, or supplemented in such manner as may be mutually agreed upon in writing by the authorized officers of the Trust.
ARTICLE XIII
HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT;
LIMITATION OF LIABILITY
13.1 The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
13.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
13.3 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the conflicts of laws provisions thereof.
13.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm, or corporation, other than the parties hereto and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement.
13.5 With respect to the Trust, the name used herein refers respectively to the trust created and, as the case may be, the Trustees, as trustees but not individually or personally, acting from time to time under organizational documents filed in Delaware, which are hereby referred to and are also on file at the principal offices of the Trust. The obligations of the Trust
17
entered into in the name or on behalf thereof by any of the Trustees, representatives or agents of the Trust, are made not individually, but in such capacities, and are not binding upon any of the Trustees, shareholders or representatives of the Trust personally, but bind only the trust property, and all persons dealing with the Selling Fund and the Acquiring Fund must look solely to the trust property belonging to the Selling Fund and the Acquiring Fund for the enforcement of any claims against the Selling Fund and the Acquiring Fund, respectively.
IN WITNESS WHEREOF, the parties have duly executed this Agreement, all as of the date first written above.
THE HUNTINGTON FUNDS ON BEHALF OF HUNTINGTON VA MID CORP AMERICA FUND | ||
By: | /s/ Joseph L. Rezabek | |
Name: Joseph L. Rezabek | ||
Title: President | ||
THE HUNTINGTON FUNDS ON BEHALF OF HUNTINGTON VA SITUS FUND | ||
By: | /s/ R. Jeffrey Young | |
Name: R. Jeffrey Young | ||
Title: Chief Executive Officer |
18
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the references to our firm under the caption Financial Statements and Experts in the Prospectus/Information Statement of the Huntington Funds relating to the reorganization of the Huntington VA Mid-Corp America Fund into the Huntington VA Situs Fund and to the incorporation by reference of our report dated February 14, 2014 with respect to the financial statements and financial highlights of the Huntington Funds in this Registration Statement on Form N-14, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Columbus, Ohio
March18, 2014
BOARD OF TRUSTEES
THE HUNTINGTON FUNDS
POWER OF ATTORNEY
We, the undersigned members of the Board of Trustees of The Huntington Funds (the Funds), hereby constitute and appoint JAY S. FITTON, Secretary to the Funds and TIFFANY R. FRANKLIN, Assistant Secretary to the Funds, as our true and lawful attorneys and agents with full power to sign for us in his or her capacity, on Form N-14 relating to the Reorganization of the Huntington VA Income Equity Fund, a series of The Huntington Funds, into the Huntington VA Dividend Capture Fund, a series of The Huntington Funds, and on Form N-14 relating to the Reorganization of the Huntington VA Mid Corp America Fund, a series of The Huntington Funds, into the Huntington VA Situs Fund, a series of The Huntington Funds, and any and all amendments thereto to be filed with the Securities and Exchange Commission under the Securities Act of 1933 and/or the Investment Company Act of 1940, and hereby ratify and confirm our signatures as they may be signed by said attorney and agent.
We hereby declare that a photostatic, xerographic or other similar copy of this original instrument shall be as effective as the original.
IN WITNESS WHEREOF, this 14th day of February, 2014.
February 14, 2014 |
/s/ Thomas J. Westerfield | |
Thomas J. Westerfield | ||
February 14, 2014 |
/s/ David S. Schoedinger | |
David S. Schoedinger | ||
February 14, 2014 |
/s/ Mark D. Shary | |
Mark D. Shary | ||
February 14, 2014 |
/s/ William H. Zimmer, III | |
William H. Zimmer, III | ||
February 14, 2014 |
/s/ Eddie R. Munson | |
Eddie R. Munson |
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Huntington Asset Services, Inc. 2960 N. Meridian St. Ste. 300 Indianapolis, IN 46208 |
March 18, 2014
VIA EDGAR
EDGAR Operations Branch
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
The Huntington Funds (the Trust)
Registration Statement on Form N-1A
File No. 33-11905
CIK - 0000810695
Ladies and Gentlemen:
Please accept for filing the Trusts registration statement on Form N-14, to become effective as soon as practicable.
Any questions or comments with respect to this filing may be directed to the undersigned at (513) 366-3071. Kindly return an electronic transmittal as evidence of your receipt of this filing.
Very truly yours, |
/s/ Jay S. Fitton |
Jay S. Fitton |
Enclosures
Huntington Asset Services, Inc. is a wholly owned subsidiary of Huntington Bancshares Incorporated.