huntingtonstrategysharesn1aamend1

This Prospectus provides important information about Huntington US Equity Rotati on Strategy ETF and Huntington EcoLogical Strategy ETF (each a “Fund”), each a separate series of Huntington Strategy Shares, a registered investment company (“Trust”) . Please retain a copy of this Prospectus for your records and review and consider the information contained in the Prospectus before investing in any Fund.


PAGE	SECTION
2	Fund Summaries
2	Hunti n g t o n US Equity Rotati on Strategy ETF
6	Huntington EcoLogical Strategy ETF
1 0	Additi ona l In fo r ma tion About P rincipal Investment Strategies
1 0	Huntingt o n US Equity Rot ati on Strategy ETF
1 1	Hunting t o n Eco Log ical Strategy ETF
1 2	Princi p a l I n vestment Risks
15	Shareh o l de r Information
15	Purchasi ng and Se l l ing Fund Shares on the Secondary Market
15	Purchas ing Shares from and Redeeming Shares with a Fund
16	Purch a se o f Shar es by Investment Companies
16	Calcul a t i o n of Net Asset Value
17	Frequ e n t Purc hases and Redemptions of Fund Shares
17	Portfoli o Hol dings Information
17	Distrib u tion of the Funds
18	Additio n al P a y ments to Financial Intermediaries
19	More Ab o u t the Hun tington Strategy Shares
19	Mana ge m ent o f th e Trust
19	Inves t m e n t Advisor
19	Portfoli o Ma nagers
19	Advisory Fees
2 0	Other S er vice Providers
2 0	Dividen d s an d Distribution
2 0	Tax C o n s equences

Table of Contents

Fund Summaries

Huntington US Equity Rotati on Strategy ETF

Investment Objective

The Fund’s investment objective is to seek capital appreciation.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.



Shareholder Fees (fees paid directly from your investment)				None⁽¹⁾

(1)

If you purchase or sell shares of the Fund in the secondary market through your financial institution, your financial institution may assess brokerage commissions or other charges to process the transactions.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Management Fee

0 .60 %

Distribution and/or Service Fee (12b-1) Fees

None

Other Expenses⁽ ² )

0.71%

Acquired Fund Fees and Expenses

None

Total Annual Operating Expenses ⁽ ² ⁾

1.31%

Expense Reduction/Reimbursement⁽ ³ ⁾

0.36%

Total Annual Fund Operating Expenses After Fee Waiver/Expense Reimbursement

0.95%

(2)

Other Expenses and Total Annual Operating Expenses are based on estimated amounts for the current year .

(3)

Huntington Asset Advisors, LLC (“Advisor”) has contractually agreed to reduce its fees and/or reimburse the Fund’s expenses (excluding interest, taxes, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses) in order to limit Total Annual Fund Operating Expenses After Fee Waivers/Expense Reimbursement to 0.95% of the Fund’s average annual daily net assets ("Expense Cap"). The Expense Cap will remain in effect until at least September 30, 2012 . The expense cap may be terminated earlier only upon the approval of the Trust’s Board of Trustees (“Board”) . Huntington Asset Advisors, LLC may recoup fees reduced or expenses reimbursed at any time within three years from the year such expenses were incurred, so long as the repayment does not cause the Expense Cap to be exceeded.

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. This Example does not reflect the effect of brokerage commissions or other transaction costs you paid in connection with the purchase or sale of Fund shares. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

1 Year 3 Years

97 363

Table of Contents

Fund Summaries

Huntington US Equity Rotati on Strategy ETF (cont.)

Portfolio Turnover

The 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 Fund’s performance. Since the Fund has yet to commence operations, no portfolio turnover information is available for its most recently completed fiscal year.

Principal Investment Strategy

The Fund is an actively managed exchange-trade fund (“ETF”) that, under normal conditions, invests at least 75% of its total assets in the common stocks of select companies organized in the U.S. and included in the S&P Composite 1 500 ® (“ Companies”). The S&P Composite 1500 is a combination of the following indices: the S&P 500®, the S&P MidCap 400® and the S&P SmallCap 600®.

The Fund will rotate investments among the large-cap, mid-cap and small-cap U.S. equity market segments (each a “Market Segment”) so as to focus the Fund’s portfolio in those Companies that comprise the Market Segment the Advisor believes offers the greatest potential for capital appreciation in a given market environment. The large-cap segment is represented by companies comprising the S&P 500, the mid-cap segment is represented by companies comprising the S&P MidCap 400 and the small-cap segment is represented by the companies comprising the S&P SmallCap 600.

Within the selected Market Segment, the Fund will invest in Companies operating in each of the ten (10) sectors represented in the S&P Composite 1500. A sector is a large grouping of companies operating within the market that share similar characteristics. The ten (10) sectors comprising the S&P Composite 1500 are: utilities, consumer staples, information technology, healthcare, financials, energy, consumer discretionary, materials, industrials, and telecommunication services (“Sectors”). The Fund intends to overweight its portfolio in those Sectors that the Advisor believes offer the greatest potential for capital appreciation in a given market environment and underweight its portfolio in those Sectors that the Advisor believes offer the least potential for capital appreciation in that same market environment. If the Fund’s portfolio allocation to a particular Sector exceeds that Sector’s current weighting in the corresponding S&P index for the designated Market Segment, then the Fund is “overweighting” that Sector. Similarly, if the Fund’s portfolio allocation to a specific Sector is less than that Sector’s current weighting in the corresponding index, then the Fund is “underweighting” that Sector.

As market conditions change, the Advisor may rotate the focus of the Fund’s portfolio from one Market Segment to another and/or adjust corresponding Sector weightings. The Advisor believes that these adjustments, collectively, will position the Fund for continued capital appreciation in the new market environment.

As of February 28, 2011, the adjusted statistics for the S&P Composite 1500, the S&P 500, the S&P MidCap 400 and the S&P SmallCap 600 were as follows:

For the S&P Composite 1500, the average market capitalization of companies in the index was approximately $8.7 billion and the median market capitalization was approximately $2.1 billion. The market capitalization range for the companies included in the S&P Composite 1500 was approximately $40 million to $368.7 billion.

For the S&P 500, the average market capitalization of companies in the index was approximately $24.2 billion and the median market capitalization was approximately $11.5 billion. The market capitalization range for the companies included in the S&P 500 was approximately $1.7 billion to $431.3 billion.

For the S&P MidCap 400, the average market capitalization of companies in the index was approximately $3.0 billion and the median market capitalization was approximately $2.7 billion. The market capitalization range for the companies included in the S&P MidCap 400 was approximately $500 million to $9.8 billion.

Table of Contents

Fund Summaries

Huntington US Equity Rotati on Strategy ETF (cont.)

For the S&P SmallCap 600, the average market capitalization of companies in the index was approximately $800 million and the median market capitalization was approximately $700 million. The market capitalization range for the companies included in the S&P SmallCap 600 was approximately $400 million to $3.7 billion.

The Advisor retains a broad mandate and discretion to invest in Companies consistent with its evaluation of the capital appreciation potential of the Sectors. Th e strategy of overweighting and underweighting Sectors to maximize opportunities for capital appreciation may result in the Fund investing greater than 25% of its total assets in the equity securities of Companies operating in one or more Sectors. Sectors are comprised of multiple individual industries, and the Fund will not invest more than 25% of its total assets in an individual industry, as those industries are defined by the Standard Industrial Classification Codes utilized by the Division of Corporation Finance of the U.S. Securities and Exchange Commission.

Both in current market conditions and, more importantly, over longer time periods, the Advisor believes that investing in Companies consistent with its ongoing evaluation of the capital appreciation potential of the Market Segments and Sectors is intrinsic to maximizing performance in the domestic equity markets.

The Fund actively trades its portfolio securities in an attempt to achieve its investment objective.

Principal Investment Risks

All ETFs, including the Fund, take investment risks. Therefore, it is possible to lose money by investing in the Fund. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The primary factors that may reduce the Fund’s net asset value per share (“NAV”) , market price per share and returns include:

Active Trading Risk. The Fund may trade securities actively, which could increase its transaction costs (thereby lowering its performance) and could increase the amount of taxes you owe by generating short-term gains, which may be taxed at a higher rate.

Energy Risk. Investments in energy-related companies may fluctuate substantially in value over both short and long periods, based on changes in the prices and supplies of oil and other energy fuels.

Equity Securities Risk . The price of equity securities in the Fund’s portfolio will fluctuate based on changes in a company’s financial condition and on market and economic conditions.

ETF Risk. The Fund is an actively-managed ETF and the Fund’s NAV will fluctuate based on changes in the prices of the securities it owns. The market price of Fund shares will fluctuate based on changes in the Fund’s NAV as well as changes in the supply and demand of its shares in the secondary market. It is also possible that an active secondary market for Fund shares may not develop; and market trading in the Fund shares

may be halted under certain circumstances.

Investment Style Risk. The type of securities in which the Fund focuses may underperform other assets or the overall market.

Large-Cap Stock Risk. The Fund’s investment in larger companies is subject to the risk that larger companies are sometimes unable to attain the high growth rates of successful, smaller companies, especially during extended periods of economic expansion.

Liquidity Risk. Liquidity risk refers to the possibility that the Fund may not be able to sell a security when it wants to, which could cause the Fund to continue to hold the security and thereby incur a loss.

Management Risk. The Advisor may not successfully implement the Fund’s investment strategies and, as a result, the Fund may underperform other investment vehicles with similar investment objectives and strategies .

Market Risk. The value of securities in the Fund’s portfolio will fluctuate and, as a result, the Fund’s NAV or market price may decline suddenly or over a sustained period of time.

Table of Contents

Fund Summaries

Huntington US Equity Rotati on Strategy ETF (cont.)

Market Price Variance Risk. There may be times when the market price and NAV of the Fund may vary significantly, and because most investors buy and sell shares of the Fund in the secondary market at market price, investors may pay more than NAV when buying Fund shares, and receive less than NAV when selling Fund shares. In addition, investors will incur certain transaction costs in purchasing and selling Fund shares in the secondary market.

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.

Sector Risk . If the Fund invests more than 25% of its net assets in securities of issuers within a particular market sector it is subject to increased risk. Performance will generally depend on the performance of the sector , which may differ in direction and degree from that of the overall U.S. stock market . In addition, financial, economic, business and political developments affecting the sector may have a greater effect on the Fund.

Performance

The Fund has yet to commence operations as of the date of this Prospectus. Annual return information will be incorporated once the Fund has operated for a full calendar year. This performance will provide some indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year-to-year and by showing how the Fund’s average annual returns for 1, 5, and 10 years compare with those of a broad measure of market performance. Visit [insert Fund website] for current performance information.

Investment Advisor and Portfolio Manager

The Advisor is Huntington Asset Advisors, Inc. Paul Koscik, Vice President of the Advisor, serve s as the Fund’s portfolio manager.

Purchase and Sale of Shares

You may purchase and sell individual Fund shares on NYSE Arca , Inc. (“Exchange”) through your financial institution on each day that the Exchange is open for business. Because Fund shares trade at market prices rather than at their net asset value (“NAV”), shares may trade at a price greater than NAV (premium) or less than NAV (discount).

The Fund only issues and redeems shares on a continuous basis at NAV in blocks of 25,000 shares (“Creation Unit”). Generally, Creation Units are issued and redeemed in exchange for an in-kind tender of a basket of securities plus a specified amount of cash.

Tax Information

The Fund’s distributions are taxable as ordinary income or capital gains, except when your investment is through a tax deferred account such as an Individual Retirement Account (IRA).

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s web site for more information.

Table of Contents

Fund Summaries

Huntington EcoLogical Strategy ETF

Investment Objective

The Fund’s investment objective is to seek capital appreciation.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.



Shareholder Fees (fees paid directly from your investment)				None⁽¹⁾

(1)

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Management Fee

0.60%

Distribution and/or Service Fee (12b-1) Fees

None

Other Expenses ⁽ ² )

0.71%

Acquired Fund Fees and Expenses

None

Total Annual Operating Expenses ⁽ ² ⁾

1.31%

Expense Reduction/Reimbursement⁽ ³ ⁾

0.36%

Total Annual Fund Operating Expenses After Fee Waiver/Expense Reimbursement

0.95%

(2)

Other Expenses and Total Annual Operating Expenses are projected as the Fund has yet to commence operations and are based on estimated average daily net assets for a twelve month period.

(3)

Huntington Asset Advisors, LLC (“Advisor”) has contractually agreed to reduce its fees and/or reimburse the Fund’s expenses (excluding interest, taxes, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses) in order to limit Total Annual Fund Operating Expenses After Fee Waiver/Expense Reimbursement to 0.95% of the Fund’s average annual daily net assets ("Expense Cap"). The Expense Cap will remain in effect until at least September 30, 2011 . The expense cap may be terminated earlier only upon the approval of the Trust’s Board of Trustees (“Board”) . Huntington Asset Advisors, LLC may recoup fees reduced or expenses reimbursed at any time within three years from the year such expenses were incurred, so long as the repayment does not cause the Expense Cap to be exceeded.

Example

1 Year 3 Years

97 408

Table of Contents

Fund Summaries

Huntington EcoLogical Strategy ETF (cont.)

Portfolio Turnover

Principal Investment Strategy

The Fund is an actively managed exchange-traded fund (“ETF”) and, under normal conditions, invests at least 80 % of its net assets (plus borrowings for investment purposes) in the securities of ecologically-focused companies.

Ecologically-focused companies are companies that have positioned their business to respond to increased environmental legislation, cultural shifts towards environmentally conscious consumption, and capital investments in environmentally oriented projects . These companies include all companies that are components of recognized environmentally-focused indices (such as the Dow Jones Sustainability Indexes and the DB NASDAQ OMX Clean Tech Index).

The Fund will also invest in ecologically-focused companies which are not included in an environmentally-focused index but generate at least 1/3 of revenues from activities aligned with one or more of the following environmental themes (“Environmental Themes”):

Alternative renewable power such as solar, wind, geothermal, hydro or biomass;

Alternative renewable fuel such as biofuel, biomass or hydrogen;

Alternative engines such as electric, flywheel or micro turbines;

Energy efficiency such as energy efficient building materials, power, lighting, heating, or fuel;

Resource conservation/healthier use of resources such as recycling or renewable materials; and

Healthy lifestyle such as pollution control or organic foods.

A company that is not included in an environmentally-focused index or does not generate 1/3 of its revenue from activities aligned with one or more Environmental Themes may enter the Advisor’s universe of acceptable investments if the Advisor believes that environmentally conscious trends such as a stronger demand for chemical-free cleaning and farming, recycling, alternative fuel and energy, energy efficiency, pollution control, or environmental cleanup/restoration will positively impact the company’s future revenue. Companies that the Advisor believes demonstrate sustainable environmental practices may also be considered. Sustainable practices include, but are not limited to, demonstrated progress in:

Improving energy and resource efficiency;

Reducing emissions from business operations;

Financial and operational support of renewable materials and less pollutive energy sources; or

Using or promoting the use of efficient buildings (measured by such labels as LEED or Energy Star).

The Fund’s investment in the securities of these other companies will be limited to 10% of the Fund’s total assets.

The strategy of investing in ecologically-focused companies may result in the Fund investing greater than 25% of its total assets in one or more market sectors . A sector is a large grouping of companies operating within the market that share similar characteristics. The ten most commonly recognized market sectors are: utilities, consumer staples, information technology, healthcare, financials, energy, consumer discretionary, materials, industrials, and telecommunication services.

The Fund may invest in companies of all sizes. The Fund primarily invest s in the common stock of ecologically- focused companies organized in the U.S. The Fund, however, may also invest in common stock (or the equivalent thereof) and ADRs of ecologically-focused companies organized outside the U.S. ADRs or American Depositary Receipts are securities issued by a U.S. bank or trust company evidencing ownership of underlying securities issued by a foreign company. ADRs are designed for use in U.S. securities markets.

Table of Contents

Fund Summaries

Huntington EcoLogical Strategy ETF (cont.)

The Fund actively trades its portfolio securities in an attempt to achieve its investment objective.

Principal Investment Risks

Currency Risk. Securities denominated in foreign currencies may be adversely affected by changes in currency rates and by substantial currency conversion costs.

Ecological Investment Risk. The Fund’s ecological investment criteria limit the types of investments the fund may make. This could cause the Fund to underperform other funds that do not have an ecological focus.

Equity Securities Risk. The price of equity securities in the Fund’s portfolio will fluctuate based on changes in a company’s financial condition and on market and economic conditions.

Foreign Custodial Services Risk. Custodial services are generally more expensive in foreign jurisdictions than in the U.S. In addition, because the procedures for settling securities transactions in foreign markets differ from those in the U.S., 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 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.

Growth Investing Risk. The growth stocks in which the Fund invests are typically more volatile than value stocks and may depend more on price changes than dividends for return.

Investment Style Risk. The type of securities on which a Fund focuses may underperform other assets or the overall market.

Large Cap Stock Risk. The Fund’s investment in larger companies is subject to the risk that larger companies are sometimes unable to attain the high growth rates of successful, smaller companies, especially during extended periods of economic expansion.

Liquidity Risk . Liquidity risk refers to the possibility that the Fund may not be able to sell a security when it wants to, which could cause the Fund to continue to hold the security and thereby incur a loss.

Table of Contents

Fund Summaries

Huntington EcoLogical Strategy ETF Fund (cont.)

Market Risk. The value of securities in the Fund’s portfolio will fluctuate and, as a result, the Fund’s share price may decline suddenly or over a sustained period of time.

Sector Risk . If the Fund invests more than 25% of its net assets in a particular asset class, or securities of issuers within a particular business sector , it is subject to increased risk. Performance will generally depend on the performance of the sector , which may differ in direction and degree from that of the overall U.S. stock markets. In addition, financial, economic, business and political developments affecting the sector may have a greater effect on these Funds.

Performance

Investment Advisor and Portfolio Manager

The Advisor is Huntington Asset Advisors, Inc. Brian Salerno, Vice President of the Advisor, serve s as the Fund’s portfolio manager.

Purchase and Sale of Shares

You may purchase and sell individual Fund shares on the NYSE Arca , Inc. (“Exchange”) through your financial institution on each day that the Exchange is open for business. Because Fund shares trade at market prices rather than at their net asset value (“NAV”), shares may trade at a price greater than NAV (premium) or less than NAV (discount).

The Fund’s distributions are taxable as ordinary income or capital gains, except when your investment is through a tax deferred account such as an Individual Retirement Account (IRA).

Payments to Broker-Dealers and Other Financial Intermediaries

Table of Contents

Additional Information About Principal Investment Strategies

Huntington US Equity Rotati on Strategy ETF

Investment Focus

Common stocks

Share Price Volatility

Moderate to high

Investor Profile

Long-term investors seeking capital appreciation

Investment Process

The Advisor will invest in Companies consistent with i t s assessment of the capital appreciation opportunities of each Market Segment and S ector. To determine the Market Segment in which the Fund’s portfolio will invest and the percentage of the Fund’s portfolio to allocate to each Sector , the Advisor uses “top-down” analysis (analyzing the impact of economic trends before considering the performance of individual stocks) to evaluate broad economic trends . These trends are used to anticipate shifts in the business cycle . The Advisor also analyzes each Market Segment and Sector to determine which Market Segment and S ector ( s ) may benefit the most from these trends and business shifts over the next 12 months. Factors considered in assessing each Market Segment and Sector include: (1) the relationship between each segment or sector and the current business cycle; (2) valuation levels; (3) earnings growth potential; and analyses of the Companies included in the respective Market Segments and Sectors.

The Advisor will monitor the market environment , Market Segments and Sectors and may rotate the Market Segment or adjust the Fund’s Sector weightings consistent with its ongoing assessment of the capital appreciation potential of each Market Segment and Sector. The Advisor may also rely, in part, on technical analysis (such as analyzing and examining past price movements to anticipate or forecast future price movements) to determine the timing of any changes to the designated Market Segment and Sector weightings.

The Fund will not provide notice to shareholders when the Advisor rotates from one Market Segment to another or makes adjustments to Sector weightings and there is no guarantee that the Advisor will be able to accurately predict the Market Segment or Sectors that will offer the greatest return . There is also no guarantee that the Advisor will be able to timely rotat e among st the Market Segments and/or adjust S ectors weightings to capture potential capital appreciation opportunities .

The Fund invests in those Companies within the designated M arket Segment and Sectors that offer the best potential for capital appreciation based on the Advisor’s evaluation of company fundamentals ( including historic earnings, revenue, and cash flow) and valuation ( such as price-earnings ratio and book value).

Active Trading

The Fund may engage in active and frequent trading of portfolio securities to implement its principal investment strategies. High turnover of portfolio securities is likely to generate shorter-term gains for shareholders which are taxed at a higher rate than longer-term gains . Active portfolio trading also increases the Fund’s trading costs and may have an adverse impact on the Fund’s performance.

Other Investments

The Fund may, to a lesser extent, attempt to pursue its investment objective by employing other investment strategies and by investing in additional types of securities that are not otherwise part of the principal investment strategies described in this Prospectus. Information regarding these additional strategies and investments is provided in the Funds’ current Statement of Additional Information (“SAI”). The back cover of this Prospectus provides information regarding how you can request a copy of the current SAI.

Table of Contents

Additional Information About Principal Investment Strategies

Huntington EcoLogical Strategy ETF

Investment Focus

Common stocks

Share Price Volatility

Moderate to high

Investor Profile

Long-term investors seeking capital appreciation

Investment Process

Under normal conditions, the Fund invests at least 80% of its net assets (plus borrowings for investment purposes) in the securities of ecologically-focused companies. The Fund must provide shareholders with 60 days’ prior written notice if it changes this 80% policy.

Ecologically-focused companies are companies:

that are included in one or more recognized environmentally-focused indices; or

that generate at least 1/3 of revenues from activities aligned with one or more Environmental Themes; or

whose future revenue the Advisor believes will be positively impacted by environmentally conscious trends (such as stronger demand for chemical-free cleaning and farming and recycling); or

that have sustainable environmental practices (such as improving energy efficiency and reducing emissions from business operations).

The Advisor reviews company fundamentals and the composition of recognized environmentally-focused indices to identify a universe of ecologically-focused companies. Company fundamentals include factors reflective of a company’s financial condition including balance sheets and income statements, asset history, product or service development and management productivity. The Advisor also examines annual sustainability reports from companies as well as supplemental disclosures regarding environmental practices within corporate investor relations materials.

The Advisor will focus on ecologically-focused companies that it believes have better than average potential for growth in sales and profits. Historical financial statements (income, balance sheet, cash flow) serve as quantitative guides in the selection process. Qualitative reviews of a company's competitive position and target market potential also influence portfolio decisions. The Fund will, under most market conditions, include a blend of growth or cyclical stocks held for price appreciation potential and dividend growth stocks held for their potential to deliver a growing stream of income. Growth stocks are shares in a company whose earnings are expected to grow at an above-average rate relative to the market. Cyclical stocks are shares in a company that rises quickly when economic growth is strong and falls rapidly when growth is slowing down.

Factors regarding valuation such as price to sales ratios, price to earnings ratios and price to book ratios will influence the size of the Fund’s position in each company.

Active Trading

Other Investments

The Fund may, to a lesser extent, attempt to pursue its investment objective by employing in other investment strategies and by investing in additional types of securities that are not otherwise part of the principal investment strategies described in this Prospectus. Information regarding these additional strategies and investments is provided in the Funds’ current Statement of Additional Information (“SAI”). The back cover of this Prospectus provide s information regarding how you can request a copy of the current SAI.

Table of Contents

Principal Investment Risks

Loss of money is a risk of investing in each Fund. In addition, investing in a Fund may be subject to the following additional risks. A detailed description of each risk follows the chart.


	Huntington US Equity Rotati on Strateg y ETF	Huntington EcoLogical Strategy ETF
Active Trading Risk	X	X
Currency Risk		X
Ecological Investment Risk		X
Energy Risk	X	X
Equity Securities Risk	X	X
ETF Risk	X	X
Foreign Investment Risk		X
Foreign Custodial Services Risk		X
Growth Investing Risk		X
Investment Style Risk	X	X
Large-Cap Stock Risk	X	X
Liquidity Risk	X	X
Management Risk	X	X
Market Risk	X	X
Market Price Variance Risk	X	X
Mid/Small - Cap Stock Risk	X	X
Sector Risk	X	X

Active Trading Risk. Active trading will cause a Fund to have an increased portfolio turnover rate, which is likely to generate shorter-term gains for its shareholders, which are taxed at a higher rate than longer-term gains . Actively trading portfolio securities increases the Fund’s trading costs and may have an adverse impact on the Fund’s performance.

Currency Risks. A Fund’s investment in foreign (non-U.S.) currencies or in securities that trade in, and receive revenues in, foreign (non-U.S.) currencies will be subject to the risk that those currencies will decline in value relative to the U.S. dollar. Currency rates may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention (or the failure to intervene) by U.S. or foreign governments, central banks or supranational entities such as the International Monetary Fund, or by the imposition of currency controls or other political developments in the U.S. or abroad. As a result, a Fund’s investments in foreign currency-denominated securities may reduce the returns of a Fund.

Ecological Investment Risk. The Fund’s ecological investment criteria could cause it to underperform funds that do not maintain ecological investment criteria. In order to comply with its ecological investment criteria, the Fund may be required to forego advantageous investment opportunities or sell investments at inappropriate times. The Fund’s ecological investment criteria may result in the Fund investing in industry sectors that are not performing as well as others.

Energy Risk. A Fund’s investments in energy-related companies are subject to the risk that the earnings, dividends, and stock prices of energy companies may be greatly affected by changes in the prices and supplies of oil and other energy fuels. Prices and supplies of energy can fluctuate significantly over short and long periods because of a variety of factors, including: changes in international politics; policies of the Organization of Petroleum Exporting Countries (“OPEC”); relationships among OPEC members and between OPEC and oil-importing nations; energy conservation; the regulatory environment; government tax policies; development of alternative sources of energy; and the economic growth and stability of the key energy-consuming countries. These factors could lead to substantial fluctuations in the value of a Fund’s energy-related investments.

Table of Contents

Principal Investment Risks (cont.)

Equity Securities Risk. Equity securities include common stocks . Common stocks represent equity ownership in a company. Stock markets are volatile. The price of equity securities will fluctuate and can decline, reducing the value of a Fund. The price of equity securities fluctuates based on changes in a company’s financial condition and overall market and economic conditions. The value of equity securities purchased by a Fund could decline if the financial condition of the companies in which the Fund is invested declines or if overall market and economic conditions deteriorate. A Fund that invests in high quality or “blue chip” equity securities or securities of established companies with large market capitalizations (which generally have strong financial characteristics) can be negatively impacted by poor overall market and economic conditions. Companies with large market capitalizations may also have less growth potential than smaller companies and may be able to react less quickly to changes in the marketplace. Each Fund may maintain substantial exposure to equities and generally do es not attempt to time the market. Because of this exposure, the possibility that stock market prices in general will decline over short or extended periods subjects the Funds to unpredictable declines in the value of their investments, as well as periods of poor performance.

ETF Risk. The NAV of a Fund, an actively managed ETF, can fluctuate up or down, and you could lose money investing in a Fund if the prices of the securities owned by the Fund decline . In addition, a Fund may be subject to the following additional risks : ( 1 ) the market price of a Fund’s shares may trade above or below their NAV; ( 2 ) an active trading market for a Fund’s shares may not develop or be maintained; or ( 3 ) trading of a Fund’s shares may be halted if the listing exchange’s officials deem such action appropriate, the shares are delisted from the exchange, or the activation of market-wide “circuit breakers” (which are tied to large decreases in stock prices) halts stock trading generally.

Foreign Custodial Services Risk . Foreign custodial services and other costs relating to investment in international securities markets are generally more expensive than in the U .S . Such markets have settlement and clearance procedures that differ from those in the U .S . In certain markets there have been times when settlements have been unable to keep pace with the volume of securities transactions, making it difficult to conduct such transactions. Inability of a Fund to make intended securities purchases due to settlement problems could cause a Fund to miss attractive investment opportunities. Inability to dispose of a portfolio security caused by settlement problems could result in losses to a Fund due to a subsequent decline in value of the portfolio security. In addition, security settlement and clearance procedures in some emerging market countries may not fully protect a Fund against loss or theft of its assets.

Foreign Investment Risk. I nvesting in foreign markets involves a greater degree and variety of risk than investing in the U.S. markets . A Fund investing in international or foreign markets may face delayed settlements, currency controls and adverse economic developments as well as higher overall transaction costs. In addition, fluctuations

in the U.S. dollar’s value versus other currencies may erode or reverse gains from investments denominated in foreign currencies or widen losses. Foreign governments may expropriate assets, impose capital or currency controls, impose punitive taxes, impose limits on ownership or nationalize a company or industry. Any of these actions could have a severe effect on securities prices and impair the

F und’s ability to bring its capital or income back to the U.S. e xchange rate. Fluctuations also may impair an issuer’s ability to repay U.S. dollar denominated debt, thereby increasing credit risk of such debt. Finally, the value of foreign securities may be affected by incomplete, less frequent or inaccurate financial information about their issuers, social upheavals or political actions ranging from tax code changes to governmental collapse. Foreign companies may also receive less coverage than U.S. companies by market analysts and the financial press. In addition, foreign countries may lack uniform accounting, auditing and financial reporting standards or regulatory requirements comparable to those applicable to U.S. companies.

Growth Investing Risk. Due to their relatively high valuations, a Fund’s investments in growth stocks are typically more volatile than value stocks. For instance, the price of a growth stock may experience a larger decline on a forecast of lower earnings, a negative fundamental development, or an adverse market development. Further, growth stocks may not pay dividends or may pay lower dividends than value stocks. This means they depend more on price changes for returns and may be more adversely affected in a down market compared to value stocks that pay higher dividends.

Investment Style Risk. T he particular type of investment s i n which a Fund focuses (such as large capitalization stocks or growth stocks) may underperform other asset classes or the overall market. Individual market segments tend to go through cycles of performing better or worse than other types of securities. These periods may last as long as several years. Additionally, a particular market segment could fall out of favor with investors, causing a Fund that focuses on that market segment to underperform those that favor other kinds of securities.

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Principal Investment Risks (cont.)

Large-Cap Company Risk. The investments in larger, more established companies are subject to the risk that larger companies are sometimes unable to attain the high growth rates of successful, smaller companies, especially during extended periods of economic expansion. Larger, more established companies may be unable to respond quickly to new competitive challenges such as changes in consumer tastes or innovative smaller competitors potentially resulting in lower markets for their common stock.

Liquidity Risk. A Fund may not be able to sell a security when it wants to. If this happens, a Fund will be required to continue to hold the security or keep the position open . There is the possibility that the Fund may lose money or be prevented from realizing capital gains if it cannot sell a security at a particular time and price.

Management Risk. A Fund’s ability to achieve its investment objectives depends on the Advisor’s ability to successfully implement the Fund’s investment strategies. The Advisor could be incorrect in its analysis of economic trends, sectors, individual companies and other investment related matters. As a result, a Fund could under perform other investment vehicles with similar investment objectives.

Market Risk. The market value of a Fund’s portfolio security may decline, sometimes rapidly and unpredictably. These fluctuations may cause a security to be worth less than the price the investor originally paid for it, or less than it was worth at an earlier time. Market risk may affect a single issuer, industrial sector or the market as a whole.

Market Price Variance Risk. Individual shares of a Fund are listed for trading on a securities ex change and can be bought and sold in the secondary market at market prices. The market prices of a Fund’s shares will fluctuate in response to changes in their respective NAVs and supply and demand for their shares. Differences between secondary market prices and NAV for a Fund’s shares may be due largely to supply and demand forces in the secondary market, which forces may not be the same as those influencing prices for securities or instruments held by the Fund at a particular time. There may, however, be times when the market price and the NAV vary significantly and an investor may pay more than NAV when buying Fund shares on the secondary market, and receive less than NAV when it sells those ETF shares. The market price of Fund shares includes a “bid-ask spread” charged by the exchange specialist, market makers or other participants that trade a Fund ’s shares. In times of severe market disruption, the bid-ask spread often increases significantly. This means that a Fund’s shares may trade at a discount to NAV, and the discount is likely to be greatest when the price of the Fund’s shares is falling fastest, which may be the time that investors most want to sell the Fund’s shares. A Fund’s investment results are measured based upon the daily NAV of the Fund. Accordingly, investors purchasing and selling a Fund ’ s shares in the secondary market may not experience investment results consistent with those purchasing from and redeeming Creation Units with the Fund directly.

Mid/Small Cap Stock Risk. To the extent that a Fund invests in small cap and mid cap stocks, it takes on additional risks. Generally, the smaller the market capitalization of a company, the fewer the number of shares traded daily, the less liquid its stock and the more volatile its price. Market capitalization is determined by multiplying the number of its outstanding shares by the current market price per share. Companies with smaller market capitalizations also tend to have unproven track records, a limited product or service base and limited access to capital. These factors also increase risks and make these companies more likely to fail than companies with larger market capitalizations.

Sector . When a Fund invests more than 25% of its net assets in a particular asset class, or securities of issuers within a particular business sector or geographic region, it is subject to increased risk. Performance will generally depend on the performance of the class, sector or region, which may differ in direction and degree from that of the overall U.S. stock or bond markets. In addition, financial, economic, business and political developments affecting the class, sector or region may have a greater effect on a Fund .

Before you invest, we encourage you to carefully read the Fund profiles included in this Prospectus and consider which Funds are appropriate for your particular financial situation, risk tolerance and goals. As always, your investment professional can provide you with valuable assistance in making this decision.

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Shareholder Information

Purchasing and Selling Fund Shares on the Secondary Market

General. Most investors will buy and sell shares of each Fund in secondary market transactions through their financial institution. Shares of each Fund will be listed for trading in the secondary market on the Exchange . The Exchange is currently open for business each day other than weekends and the following national holidays: New Year’s Day, Martin Luther King Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

Each Fund’s shares trade on the Exchange under the following symbols:

Fund Symbol

Huntington US Equity Rotati on Strategy ETF

HUSE

Huntington Ecological Strategy ETF

HECO

Shares of each Fund can be bought and sold throughout the trading day at their market price other publicly traded equity securities . If you purchase shares of a Fund in the secondary market, there is no minimum investment. While shares of each Fund will typically be purchased and sold in the secondary market in “round lots” of 100 shares, your financial institution may permit you to purchase or sell shares in smaller “odd - lots” at no per-share price differential. When purchasing or selling Fund shares through your financial institution, you will pay customary brokerage commissions and charges, and you may pay some or all of the spread between the bid and offer price in the secondary market.

Book Entry. Shares are held in book-entry form, which means that no stock certificates are issued. The Depository Trust Company, (“DTC”), or its nominee, will be the record owner or registered owner of all outstanding shares of each Fund and is recognized as the owner of all such shares. Your beneficial interest in the shares of each Fund will be reflected on the records of the DTC or its participants. Participants in the DTC include securities brokers and dealers, banks, trust companies, clearing corporations and other institutions that directly or indirectly maintains a custodial relationship with the DTC. As a beneficial owner of shares of a Fund, you are not entitled to receive physical delivery of stock certificates or to have shares of any Fund registered in your name, and you are not considered a registered owner of those shares. Therefore, to exercise any right as an owner of Fund shares, you must rely on the procedures of the DTC and its participants. These procedures are the same as those that apply to any other stocks that you hold in book entry or “street name” form through your financial institution.

Trading Prices. Fund shares trade at their market price which may be below, at, or above the most recently calculated NAV of such shares and can be affected by market forces of supply and demand for the Fund’s shares, the prices of the Fund’s portfolio securities, economic conditions and other factors.

A market information provider shall disseminate t he approximate value of a Fund’s investment portfolio every 15 seconds. This approximate value should not be viewed as a “real-time” update of a Fund’s NAV per share because the approximate value may not be calculated in the same manner as the NAV, which is computed once, generally at the end each Fund business day. No Fund is involved in, or responsible for, the calculation or dissemination of the approximate value of its shares and no Fund makes a warranty as to its accuracy.

Purchasing Shares from and Redeeming Shares with a Fund

General. You may purchase shares directly from each Fund, and you may tender shares for redemption directly to each Fund in Creation Units or multiples thereof. Each Creation Unit is currently comprised of 25,000 shares. The number of shares comprising a Creation Unit may change over time. Once “created,” shares of each Fund will generally trade in the secondary market in amounts less than a Creation Unit (see “Shareholder Information – Buying and Selling Fund Shares on the Secondary Market”).

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Shareholder Information (cont.)

To purchase or redeem Creation Units, you must be an Authorized Participant or you must purchase the shares through a financial institution that is an Authorized Participant. An “Authorized Participant” is a participant in the Continuous Net Settlement System of the National Securities Clearing Corporation or the DTC that has executed a Participant Agreement with the Trust’s distributor (“Distributor”). The Distributor will provide a list of Authorized Participants upon request.

Each Fund processes orders for the purchase and redemption at the NAV per share next calculated after an order has been received in proper form by the Distributor .

Generally, a Creation Unit is purchased or redeemed from a Fund for a designated portfolio of securities constituting a substantial replication, or a representation, of the securities included in the Fund’s portfolio along with a cash payment (“Deposit Securities” in the case of purchases and “Redemption Securities” in the case of redemptions) . At the sole discretion of a Fund, the Fund may authorize the substitut ion of cash for one or more Deposit or Redemption Securities. Each Fund also reserves the right to accept a nonconforming or “custom” basket of securities with respect to an order to purchase its Creation Units .

The Trust generally does not offer or sell its shares outside of the U.S. Also, each Fund reserves the right to reject any purchase request at any time, for any reason, and without notice.

Additional information regarding the purchase and redemption of a Fund’s Creation Units may be found in the “Purchase and Redemption of Creation Units” section of the SAI.

Continuous Offering. Because new shares may be created and issued on an ongoing basis during the life of a Fund, a “distribution,” as such term is used in the 1933 Act, may be occurring. Broker-dealers and other persons are cautioned that some activities on their part may, depending on the circumstances, result in their being deemed participants in a distribution in a manner that could render them statutory underwriters and subject to the prospectus delivery and liability provisions of the 1933 Act. Any determination of whether one is an underwriter must take into account all the relevant facts and circumstances of each particular case.

Broker-dealers should also note that dealers who are not “underwriters” but are participating in a distribution (as compared to ordinary secondary market transactions), and thus dealing with shares that are part of an “unsold allotment” within the meaning of Section 4(3)(C) of the 1933 Act, would be unable to take advantage of the prospectus delivery exemption provided by Section 4(3) of the 1933 Act. For delivery of prospectuses to exchange members, the prospectus delivery mechanism of Rule 153 under the 1933 Act is available only with respect to transactions on a national securities exchange.

Purchase of Shares by Investment Companies

Section 12(d)(1) of the Investment Company Act of 1940, as amended (the “1940 Act”), restricts investments by registered investment companies and by other companies relying on Sections 3(c)(1) or 3(c)(7) of the 1940 Act in the securities of other investment companies. Registered investment companies are permitted to invest in each Fund beyond the limits set forth in Section 12(d)(1), subject to certain terms and conditions set forth in an SEC exemptive order applicable to the Advisor and the Trust, including that such investment companies enter into a written agreement with the Trust. Registered investment companies that desire to rely on the exemptive relief from Rule 12(d)(1) obtained by the Advisor and the Trust should contact the Trust to obtain the required written agreement.

Calculation of Net Asset Value

Each Fund’s NAV is determined by dividing the total value of the Fund’s portfolio investments and other assets, less any liabilities, by the total number of shares outstanding as of the close of regular trading on the Exchange (normally 4:00 p.m., Eastern Time) on each day that the Exchange is open for business. Since Huntington EcoLogical Strategy ETF may invest a significant portion of its investment portfolio in foreign securities that trade on weekends or other days that the Fund does not price it shares, the NAV of the Fund may change on days when shareholders will not be able to purchase or redeem Creation Units.

In computing the NAV for each Fund, current market value is used to value portfolio securities with respect to which market quotations are readily available , except short-term investments with remaining maturities of 60 days or less which are valued at amortized cost . Pursuant to Board -approved policies, each Fund relies on certain security pricing services to provide current market value of securities.

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Shareholder Information (cont.)

Securities for which market quotations are not readily available are valued at their “fair value ” pursuant to Board-approved procedures. Market quotations may not readily available if (1) a portfolio security is not traded in a public market or the principal market in which the security trades is closed, (2) trading in a portfolio security is suspended and not resumed prior to the normal market close, (3) a portfolio security is not traded in significant volume for a substantial period, or (4) the value of a portfolio security has been materially affected by events occurring after the close of the market on which the security is principally traded, or (5) the Advisor determines that the quotation or price for a portfolio security provided by a dealer or independent pricing service is inaccurate. Huntington EcoLogical Strategy ETF may be more susceptible to the fair value of portfolio securities since it may invest in smaller companies which may be thinly trade and less liquid that their larger counterparts. Similarly, Huntington EcoLogical Strategy ETF’s investments in foreign securities are more likely to require a fair value determination because, among other things, events may occur between the closure of the foreign market and the time that the Fund calculates its NAV that affect the reported market value of these securities.

There can be no assurance that a Fund could purchase or sell a portfolio security at the price used to calculate a Fund’s NAV. In the case of fair valued portfolio securities, lack of information and uncertainty as to the significance of information may lead to a conclusion that a prior valuation is the best indication of a portfolio security’s present value. Fair valuations generally remain unchanged until new information becomes available. Consequently, changes in the fair valuation of portfolio securities may be less frequent and of greater magnitude than changes in the price of portfolio securities valued at their last sale price, by an independent pricing service, or based on market quotations. Fair valuation determinations often involve the consideration of a number of subjective factors, and the fair value price may be higher or lower than a readily available market quotation.

Frequent Purchases and Redemptions of Fund Shares

The Trust’s Board of Trustees ha s not adopted policies and procedures with respect to frequent purchases and redemptions by a Fund ’s shareholders. Frequent purchases and sales of a Fund ’s shares in the secondary market are not expected to subject the Funds to the harmful effects of market timing and excessive trading such as dilution, the disruption of portfolio management, an increase in portfolio trading costs, and/or the realization of capital gains since these transactions do not involve the Funds directly. It is not anticipated that these effects will materialize as a result of the issuance and redemption of Creation Units by the Funds since these transactions will generally be processed on an in-kind basis ( that is for a basket of portfolio securities and not for cash). Transaction fees will be imposed on purchases and redemption s of Creation Units to offset custodial and other costs to a Fund incurred in processing the transactions in-kind. To the extent that a Fund permits the purchase or redemption of Creation Units in part or wholly in cash, higher transaction fees will be imposed to offset the applicable Fund’s increased trading costs to purchase or redeem portfolio securities in connection these transactions.

Portfolio Holdings Information

The Funds ’ policies and procedures with respect to the disclosure of portfolio securities are available in the SAI.

Distribution of the Funds

The Trust has adopted but has yet to implement its Rule 12b-1 Distribution Plan (“Plan”). The Board must approve the ultimate implementation of the Plan and this Prospectus shall be updated to reflect such implementation.

The Plan allows each Fund to pay up to 0.25% of its annual average daily net assets to financial intermediaries (which may be paid through the D istributor) for the sale and distribution of their shares and services rendered to shareholders. These fees may also be paid to the D istributor, the Advisor and their affiliates. Because these fees will be paid out of a Fund’s assets on an ongoing basis, over time, these fees will increase the cost of your investment and may cost you more than paying other types of sales charged.

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Shareholder Information (cont.)

Additional Payments to Financial Intermediaries

The Distributor, the Advisor and their affiliates may pay, out of their own profits and reasonable resources, amounts (including items of material value) to certain financial intermediaries for the sale of Fund shares or related services. The amounts of these payments could be significant, and may create an incentive for the financial intermediaries or their employees or associated persons to recommend or sell Fund shares to you. These payments are not reflected in the fees and expenses listed in the fee table section of this Prospectus because they are not paid by the Funds.

These payments are negotiated and may be based on such factors as the number or value of Fund shares that the financial intermediary sells or may sell; the value of client assets invested; or the type and nature of services or support furnished by the financial intermediary. These payments may be in addition to payments made by any Fund to a financial intermediary under the Plan, if

implemented. A sk your financial intermediary for information about any payments it receives from the Distributor, the Advisor, their affiliates, or the Funds and any services the financial intermediary provides to the Funds . The SAI contains additional information on the types of additional payments that may be paid.

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More About the Huntington Strategy Shares

Management of the Trust

The Board of Trustees of the Trust is responsible for generally overseeing the conduct of each Fund’s business. Huntington Asset Advisors, Inc., Huntington Center, 41 South High Street, Columbus, Ohio 432 87 , serves as investment advis o r to each Fund pursuant to an investment advisory agreement with the Trust. Subject to the supervision of the Trust’s Board of Trustees, the Advisor provides a continuous investment program for each Fund, including investment research and management with respect to all securities, instruments, cash and cash equivalents in the Funds.

Investment Advisor

The Advisor, a separate, wholly owned subsidiary of The Huntington National Bank, is the initial investment advis o r to each Fund. The Advisor has provided investment advisory and management services to clients, including other investment companies, for over 90 years. As of December 31 , 201 0 , the Advisor had assets under management of $ 135 billion. The Huntington National Bank is a direct, wholly-owned subsidiary of Huntington Bancshares Incorporated, a Maryland corporation . As of December 31 , 201 0 , The Huntington National Bank had assets of $ 54 billion.

The Advisor and The Huntington National Bank maintain their principal officers at 41 South High Street, Columbus, Ohio 43287.

Portfolio Managers

Paul Koscik is primarily responsible for the day-to-day management of the Huntington US Equity Rotati on Strategy ETF . He is a Vice President of the Advisor and has served as the Fund’s portfolio manager since the Fund’s inception in 2011 . Mr. Koscik joined The Huntington National Bank in 1984 as a Portfolio Manager and Vice President. He received his Bachelor’s Degree and J.D. from the University of Akron.

Brian Salerno is primarily responsible for the day-to-day management of the Huntington EcoLogical Strategy ETF . Mr. Salerno is a Vice President of the Advisor and has served as the Fund’s portfolio manager since the Fund’s inception in 2011. Mr. Salerno joined The Huntington National Bank in 2005 as a Senior Portfolio Manager and Vice President . He received his Bachelor’s of Business Administration from the University of Notre Dame, and his Master’s of Business Administration from The Ohio State University. Mr. Salerno is a Chartered Financial Analyst.

The SAI provides additional information about the Portfolio Managers’ compensation, management of other accounts, and ownership of securities in the Funds.

Advisory Fees

The Trust pays the Advisor management fees as a percentage of average daily net assets (“ADNA”) for its services as investment advis o r as follows:

Fund

Annual Rate

Huntington US Equity Rotati on Strategy ETF

0.60%

Huntington EcoLogical Strategy ETF

0.60%

No Fund has commence d operations and therefore neither Fund ha s paid an advisory fee to date. A discussion of the Trustees’ review of the investment advisory agreements with the Trust will be available in the Funds’ __________, 20__ [Annual/ Semi-Annual] Report to Shareholders

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More About the Huntington Strategy Shares (cont.)

Other Service Providers

Citi Fund Services Ohio, Inc. (“Citi”) , 3435 Stelzer Road, Columbus, Ohio, 43219, provides financial administration, transfer agency and portfolio accounting services to the Funds.

Citibank, N.A., 388 Greenwich Street, New York, New York 10048, an affiliate of Citi, provides index receipt agent services and custodial services to the Funds.

Huntington Asset Services, Inc. (“HASI”) , 2960 North Meridan Street, Suite 300, Indianapolis, Indiana, 46208, maintains the corporate records of the Trust and provides administrative support services in connection with updates to the Trust’s registration statement. HASI is a wholly-owned subsidiary of Huntington Bancshares Incorporated.

SEI Investments Distribution Co. (“Distributor”) , One Freedom Valley Drive, Oaks, Pennsylvania 19456, serves as the Funds’ principal underwriter and distributor of the Funds’ shares. The Distributor only distributes Fund shares in Creation Units and does not maintain a secondary market in the Funds’ shares. The Distributor is a broker-dealer registered under the Exchange Act of 1934 and a member of the Financial Industry Regulatory Authority, Inc. The Distributor is not an affiliate of the Advisor, the Sub-Advisor, Citi or any of their respective affiliates.

________________________ serves as independent auditors of each Fund and the Trust.

The law firm of Bernstein Shur , 100 Middle Street, 6^th Floor, Portland, Maine 04104, serves as legal counsel to each Fund and to the Trust.

The law firm of Sullivan and Worcester , One Post Officer Square, Boston, Massachusetts, 02109, serves as legal counsel to the independent trustees of the Trust.

Dividends and Distributions

Distributions. Neither Fund offers a dividend reinvestment service to facilitate the reinvestment of distributions into additional Fund shares. Each Fund declares and pays dividends on investment income, if any, annually. Each Fund also makes distributions of net capital gains, if any, at least annually. Dividends and capital gains distributions will be paid in cash.

Dividend Reinvestment Services. If you hold Fund shares through a broker that offers a dividend reinvestment service, you may elect to reinvest dividends and capital gains distributed by a Fund in additional shares of that Fund. Contact your broker to determine whether a reinvestment service is available and to discuss any related charges associated with the use of the reinvestment service.

As with all ETFs, reinvestment of dividend and capital gains distributions in additional shares of a Fund will occur four business days or more after the ex-dividend date (the date when a distribution of dividends or capital gains is deducted from the price of a Fund’s shares). The exact number of days depends on your broker. During that time, the amount of your distribution will not be invested in the applicable Fund and therefore will not share in the Fund’s income, gains, and losses. A shareholder will have an adjusted basis in the additional shares of the Fund acquired through a reinvest service equal to the amount of the reinvested distribution and the holding for the new shares shall commence on the day after such shares are credited to the shareholder’s account.

Tax Consequences

There are many important tax consequences associated with investment in the Funds offered by this Prospectus. The following is a brief summary of certain Federal income tax consequences relating to an investment in the Funds . It is not a substitute for personal tax advice. You may also be subject to state and local tax on a Fund’s distributions and the sale of Fund shares. Consult your personal tax advisor about the potential tax consequences of your investment in a Fund under all applicable tax laws. For more information, please see the SAI section “Taxes.”

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More About the Huntington Strategy Shares (cont.)

Taxation of Distributions. Each Fund is treated as a separate entity for Federal tax purposes. Each Fund intends to qualify as a “regulated investment company” (‘RIC”) for U.S. federal income tax purposes. If a Fund qualifies as a RIC, and satisfies certain distribution requirements, it will not be required to pay U.S. federal income taxes on income and gains it distributes to its shareholders.

Each Fund intends to distribute substantially all of its net investment income (including net realized capital gains and tax-exempt interest income, if any) to its shareholders at least annually. Generally, distributions are subject to federal income tax for the year in which they are paid. Distributions paid in January but declared by the Fund in October, November or December of the previous year may be taxable to shareholders in the previous year.

Generally, you are required to pay federal income tax on any dividends and other distributions, including capital gains distributions received. This applies whether dividends and other distributions are received in cash or as additional shares. If you hold Fund shares in a tax-qualified retirement account, you generally will not be subject to federal taxation on Fund distributions until you begin receiving distributions from your retirement account.

Distributions paid out of a Fund’s income and net short-term gains, if any, are taxable as ordinary income or qualified dividend income . Distributions representing long-term capital gains, if any, will be taxable to you as long-term capital gains no matter how long you have held the shares. Distributions are taxable to you even if they are paid from income or gains earned by a Fund before your investment (and thus were included in the price paid).

Long-term capital gains applicable to non-corporate taxpayers will generally be taxed at a maximum rate of 15% through December 31, 201 2 . Additionally, distributions of investment income designated by a Fund as derived from “qualified dividend income” (income from taxable domestic corporations and certain qualified corporations) will be taxed at the rate applicable to long-term capital gains, provided holding period and other requirements are met at both the shareholder and Fund level. Absent future congressional action, maximum tax rates for long-term capital gains applicable to non-corporate taxpayers will return to 20% and all

investment income will be taxed pursuant to standard income rates. Corporate shareholders may be entitled to a dividends-received deduction for the portion of dividends received by a Fund from U.S. corporations, subject to certain limitations.

Foreign Securities. A Fund may be subject to foreign withholding taxes on income it earns from investing in foreign securities which may reduce the return on such investments.

Backup Withholding . Each Fund is required to withhold a portion of taxable dividends, capital gains distributions and proceeds of sales or redemptions paid to any shareholder who has not provided the Fund with his or her certified Taxpayer Identification Number (your Social Security Number for individual investors) or otherwise fails to meet certain requirements imposed by the IRS. For tax years beginning before January 1, 2013, the withholding rate is 28%. You are urged to read the additional information concerning withholding provided in the SAI.

Non-U.S. Investors. If you are not a citizen or permanent resident of the U.S., a Fund’s ordinary income dividends will generally be subject to a 30% U.S. withholding tax, unless a lower treaty rate applies or such income is effectively connected with a U.S. trade or business. Each Fund may, under certain circumstances, designate all or a portion of a dividend as an “interest-related dividend” that if received by a nonresident alien or foreign entity generally would be exempt from the 30% U.S. withholding tax, provided that certain other requirements are met. Each Fund may also, under certain circumstances, designate all or a portion of a dividend as a “short-term capital gain dividend” which if received by a nonresident alien or foreign entity generally would be exempt from the 30% U.S. withholding tax, unless the foreign person is a nonresident alien individual present in the U.S. for a period or periods aggregating 183 days or more during the taxable year. The provisions applicable to “interest related dividends,” and “short term capital gain dividends” paid to foreign persons would apply to dividends with respect to taxable years of the Fund beginning before January 1, 2012.

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More About the Huntington Strategy Shares (cont.)

Taxes on Exchange-Listed Sales and Cash Redemptions of Creation Units. You will recognize a taxable gain or loss upon the sale of a Fund’s shares in the secondary market and upon the cash redemption of a Fund’s Creation Unit. Currently, any capital gain or loss realized from the sale of a Fund’s shares for cash will generally be treated as long-term capital gain or loss if those shares have been held for more than one year and as short-term capital gain or loss if those shares have been held for one year or less. Any capital loss arising from the sale or disposition of a Fund’s shares held for six months or less will be treated as long-term capital loss to the extent of the amount of capital gain dividends received or undistributed capital gain deemed received with respect to the shares. All or a portion of any loss recognized upon the disposition of a Fund’s shares may be disallowed under “wash sale” rules if other shares of the Fund are purchase d (whether through reinvestment of distributions or otherwise) within 30 days before or after the disposition. If disallowed, the loss will be reflected in an adjustment to the basis of the shares that you acquired.

Taxes on In-Kind Purchase s and Redemption s of Creation Units. An Authorized Participant who exchanges securities or securities and cash for a Creation Unit will generally recognize a gain or loss equal to the difference between the market value of the Creation Unit at the time and the exchanger’s aggregate basis in the securities surrendered and the amount of any cash paid for the Creation Unit. An Authorized Participant who exchanges a Creation Unit for securities or securities and cash will generally recognize a gain or loss equal to the difference between the exchanger’s basis in the Creation Unit and the aggregate market value of the securities and cash received for the Creation Unit. The Internal Revenue Service, however, may assert that a loss realized upon an exchange of primarily securities for a Creation Unit cannot be deducted currently under the rules governing “wash sales,” or on the basis that there has been no significant change in economic position. Persons exchanging securities should consult their own tax adviser with respect to whether wash sale rules apply and when a loss might be deductable. Under current federal tax laws, any capital gain or loss realized upon redemption of a Creation Unit is generally treated as long-term capital gain or loss if the shares have been held for more than one year and as short-term capital gain or loss if the shares have been held for one year or less.

If you purchase or redeem Creation Units, you will be sent a confirmation statement showing how ma n y shares of a Fund you purchased and sold and at what price.

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The information in the Statement of Additional Information is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities Exchange Commission is effective. This Statement of Additional Information is not an offer to sell these securities and the Trust is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Preliminary Statement of Additional Information

Subject to Completion

April 8, 2011

HUNTINGTON STRATEGY SHARES

Series of the Trust

NYSE Arca Ticker Symbol

Huntington US Equity Rotati on Strategy ETF

HUSE

Huntington EcoLogical Strategy ETF

HECO

STATEMENT OF ADDITIONAL INFORMATION

This Statement of Additional Information (“SAI”) contains information which may be of interest to investors in Huntington Strategy Shares (“Trust”) but which is not included in the Trust’s prospectus dated July ______, 2011 (“Prospectus”). This SAI is not a prospectus and is only authorized for distribution when accompanied or preceded by the Prospectus. This SAI should be read together with the Prospectus. Investors may obtain a free copy of the Prospectus by writing the Trust at, Huntington Strategy Shares, P.O. Box 6110, Indianapolis, IN 46206-6110, or by telephoning toll free 800-253-0412. This SAI is also available on the Funds’ website at [website address].

July ________, 2011

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DEFINITIONS 5

OVERVIEW OF THE TRUST 6

EXCHANGE LISTING AND TRADING 6

SECURITIES IN WHICH THE FUND MAY INVEST 7

INVESTMENT PRACTICES 9

Equity Securities

Common Stock

Preferred Stock

Exchange-Traded Funds

Interests in Other Business Organizations

Real Estate Investment Trusts (REITs)

Fixed Income Securities

Convertible Securities

Corporate Debt Securities (Including Bonds, Notes and Debentures)

Money Market Instruments

Bank Obligations

Commercial Paper and Variable Amount Master Demand Notes

Variable Rate Demand Notes

Other Money Market Instruments

U. S. Government Securities

Zero-coupon Securities

Foreign Securities (including Emerging Markets)

Depositary Receipts

Foreign Government Securities

Foreign Currency Transactions

Derivative Contracts

Options on Equities, Fixed Income Securities and Stock Indices

Foreign Currency Options

Futures Contracts and Options on Futures Contracts

Stock Index Futures Contracts and Options on Stock Index Futures Contracts

Other Transactions/Investments

Other Investment Companies Securities

Repurchase Agreements

Reverse Repurchase Agreements

Restricted and Illiquid Securities

Securities Lending

When-Issued and Delayed Delivery Transactions

INVESTMENT RISKS 22

Equity Securities Risk

General Risk

Exchange-Traded Funds Risk

Market Price Variance Risk

Real Estate/REIT Risk

Securities Linked to the Real Estate Market Risk

Small and Medium Size Company Risk

Foreign Securities Risk

General Risk

ADRs and other Domestically Traded Foreign Securities Risk

Currency Risk

Foreign Custodial Services and Related Investment Costs Risk

Additional Emerging Markets Risk

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Fixed Income Securities Risk

Credit Risk

Counterparty and Credit Risk

Interest Rate Risk

Derivative Contracts Risk

General Risk

Options Risk

Futures Risk

Forward Foreign Currency and Foreign Currency Futures Contracts Risk

Other Transactions/Investments Risk

Global Intervention and Extreme Volatility Risk

Leverage Risk

INVESTMENT RESTRICTIONS 31

Fundamental Investment Restrictions

Non-Fundamental Investment Restrictions

MANAGEMENT 32

Board of Trustees

Oversight of Management and Operations; Risk Management

Periodic Review of Leadership Structure of Board

Trustees and Officers

Interested Trustees Background and Compensation

Independent Trustees Background and Compensation

Officer Background and Compensation

Committees of the Board of Trustees

Trustee Ownership of Fund Shares

Qualifications and Experience of Trustees

B. Randolph Bateman

David S. Schoedinger

Tadd C. Seitz

Mark D. Shary

Thomas J. Westerfield

William H. Zimmer, III

SERVICE PROVIDERS 38

Investment Advisory Services

Investment Advisor

Additional Information Regarding Portfolio Managers

Other Accounts Under Management

Ownership of Fund Shares

Compensation

Conflicts of Interest

Distribution Services

Distributor

Rule 12b-1 Plan

Financial Administration , Transfer Agency and Fund Accounting Services

Other Service Providers

Administrator

Custodian

Independent Public Accountant

Transfer Agent

Legal Counsel

Independent Trustee Counsel

Supplemental Payments to Financial Intermediaries

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PURCHASE AND REDEMPTION OF CREATION UNITS 44

Fund Deposit

Procedures for Purchase of Creation Units

Placement of Purchase Orders Outside the Clearing Process

Placement of Purchase Orders through the Clearing Process

Rejection of Purchase Orders

Additional Purchase Procedures

Transaction Fees on the Purchases of Creation Units

Risks of Purchasing Creation Units

PROCEDURES FOR REDEMPTION OF CREATION UNITS 49

Rejection of Redemption Orders

Additional Redemption Procedure r s

Transaction Fees on Redemptions of Creation Units

Suspension of Redemption Rights

BROKERAGE TRANSACTIONS 53

Trade Allocation

Brokerage Allocation

Soft Dollar Practices

ADDITIONAL INFORMATION ABOUT THE TRUST 54

Shareholder Rights

Principal Holders of Securities

Book Entry Only System

Voting Proxies of Fund Portfolio Securities

Portfolio Holdings Disclosure Practices

Code of Ethics

Trust Expenses

Portfolio Turnover

DETERMINATION OF NET ASSET VALUE 59

TAXES 60

Federal Income Taxation

Fund Distributions

Hedging Transactions

Foreign Currency-Denominated Securities and Related Hedging Transactions

Foreign Investments

Foreign Tax Credit

Sale o r Redemption of Shares

Purchase and Redemption of Creation Units

Backup Withholding

Securities Issued or Purchased at a Discount

Shares Purchased through Tax-Qualified Plans

Unrelated Business Taxable Income

Foreign Shareholders

DIVIDENDS AND DISTRIBUTIONS 66

FINANCIAL STATEMENTS [place holder]

APPENDIX 1 – INVESTMENT RATINGS 67

APPENDIX 2 – SERVICE PROVIDER ADDRESSES 71

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DEFINITIONS

For convenience, we will use the following terms throughout this SAI.

Term

Definition

Advisor

Huntington Asset Advisors, Inc.

Advisers Act

Investment Advisers Act of 1940, as amended

Authorized Participant

An entity that has entered a Participant Agreement with the Distributor and Transfer Agent with respect to the offer and sale of a Fund’s Creation Units and is either a participant in the CNS System or is a DTC Participant.

Board

Board of Trustees of the Trust

Business Day

Any day that the Exchange in open for business. As of the date of this Prospectus, the Exchange observes the following holidays: New Year’s Day, Martin Luther King. Jr. Day, President’s Day (Washington’s Birthday), Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

Citi

Citi Fund Services Ohio, Inc., the administrator, fund accountant and transfer agent of the Trust.

CNS System

Continuous Net Settlement System of the NSCC

Code

Internal Revenue Code of 1986, as amended

Commission

U.S. Securities and Exchange Commission

Creation Unit

Block of 25,000 Fund shares

Custodian

Citibank, N.A.

Distributor

SEI Investments Distribution Co.

DTC

Depository Trust Company

DTC Participant

An entity for which DTC holds securities

ETF

Exchange-traded fund

Exchange

NYSE Arca, Inc.

Fund

Each a separate series of the Trust, currently Huntington US Equity Rotati on Strategy ETF and Huntington EcoLogical Strategy ETF

Independent Trustees

Trustees who are not “interested persons” of the Trust, as defined in the 1940 Act.

Interested Trustees

Trustees who are “interested persons” of the Trust, as defined in the 1940 Act.

NAV

Net asset value

NRSRO

Nationally Recognized Statistical Ratings Organization such as Moody’s Investor Service (“Moody’s”) or Standard & Poor’s (“S&P”).

NSCC

National Securities Clearing Corporation, a clearing agency registered with the Commission.

Transfer Agent

Citi

1933 Act

Securities Act of 1933, as amended.

1934 Act

Securities Act of 1934, as amended.

1940 Act

The Investment Company Act of 1940, as amended.

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OVERVIEW OF THE TRUST

The Trust was organized on September 7, 2010 as a Delaware statutory Trust and is registered under the 1940 Act as an open-end management investment company.

The Declaration of Trust permits the Trust to issue an unlimited number of shares of beneficial interest in one or more series representing interests in separate portfolios of securities. The Declaration of Trust also permits each Trust to offer two or more classes of shares. Currently, the Trust offers its shares in two separate series: Huntington US Equity Rotation Strategy ETF and Huntington EcoLogical Strategy ETF. Each Fund is a diversified exchange-traded series of the Trust, is actively managed and does not seek to replicate a specified index.

Each Fund only offers, sells, and redeems shares at their net asset value (“NAV”) in large aggregations or “ Creation Units ” . A Creation Unit is comprised of 25,000 shares of a Fund.

Generally, each Fund offers and sells Creation Units in exchange for an in-kind deposit of a designated portfolio of securities (“Deposit Securities”) together with a cash payment (“Cash Component”). Similarly, Creation Units will generally be redeemed by a Fund in exchange for a designated portfolio of securities (“Redemption Securities”) together with a Cash Component. Each Fund reserves the right to permit or require the substitution of cash for one or more Deposit or Redemption Securities and this cash shall be added to the Cash Component of the applicable purchase or redemption transaction.

EXCHANGE LISTING AND TRADING

The information below supplements disclosure in the Prospectus regarding purchasing and selling Fund shares in the secondary market. This information should be read in conjunction with the disclosure included in the Prospectus.

Individual shares of each Fund will be listed on the Exchange , subject to notice of issuance, and will be available for purchase and sale through a broker-dealer at market price on each day that the Exchange is open for business. The market price of a Fund’s shares may trade below, at or above the most recently calculated NAV per share of the Fund. As is the case of other publicly traded securities, your purchase or sale of Fund shares in the secondary market will be subject to brokerage commissions which will be based on negotiated commission rates at customary levels .

The Exchange or another information provider will disseminate, every fifteen seconds during the regular trading day, an indicative optimized portfolio value (“IOPV”) relating to each Fund. The IOPV calculations are estimates of the value of a Fund’s NAV using market data converted into U.S. dollars at the current currency rates. The IOPV price is based on quotes and closing prices from the portfolio securities’ local market and may not reflect events that occur subsequent to the local market’s close. Premiums and discounts between the IOPV and the market price may occur. This should not be viewed as a “real-time” update of a Fund’s NAV, which is calculated only once a day. Neither the Fund s , the Advisor, nor any of their affiliates are involved in, or responsible for, the calculation or dissemination of such IOPVs and make no warranty as to their accuracy.

There can be no assurance that the requirements of the Exchange necessary to maintain the listing of shares of a Fund will continue to be met. The Exchange maintains certain listing standards and requires listed companies like the Funds to continue to comply with such standards while their shares are available for trading on the Exchange. There can be no assurance that the listing standards of the Exchange will continue to be met. The Exchange may, but is not required to, remove the shares of a Fund from listing if: (1) following the initial twelve-month period beginning upon the commencement of trading of the Fund, there are fewer than 50 beneficial holders of the shares for 30 or more consecutive trading days; or ( 2 ) such other event shall occur or condition exists that, in the opinion of the Exchange, makes further dealings on the Exchange inadvisable. In addition, the Exchange will remove the shares from listing and trading upon termination of the Trust or a Fund.

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The base and trading currencies of each Fund is the U.S. dollar. The base currency is the currency in which a Fund’s NAV is calculated and the trading currency is the currency in which shares of a Fund are listed and traded on the Exchange.

The Trust reserves the right to adjust the share price of a Fund in the future to maintain convenient trading ranges for investors. Any adjustments would be accomplished through stock splits or reverse stock splits, which would have no effect on the net assets of the Fund.

SECURITIES IN WHICH THE FUNDS MAY INVEST

In pursuing its investment strategy, each Fund may invest in the following types of securities and employ the identified investment practices for any purpose that is consistent with such Fund’s investment goal. The table categorizes each security type as either:

P = Principal investment of a Fund;

A =Acceptable (but not principal) investment of a Fund;

N= Not an acceptable investment of a Fund.

For a detailed description of the types of investments and investment practices permitted by each Fund , see “Investment Practices” below.

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Huntington US Equity

Rotati on Strategy ETF

Huntington

EcoLogical Strategy ETF

Equity Securities

Common Stocks

P

P

Preferred Stocks

A

A

Exchange-Traded Funds

A

A

Interests in Other Business Organizations

N

A

Real Estate Investment Trusts

A

A

Fixed Income Securities

Convertible Securities

A

A

Corporate Debt Securities

A

A

Money Market Securities: Bank Obligations

A

A

Money Market Securities: Commercial Paper/Variable Am oun t Master Demand Notes

A

A

Money Market Securities: Variable Rate Demand Notes

A

A

Money Market Securities: Other

A

A

U.S. Government Securities

A

A

Fixed Income Securities (cont.)

Zero Coupon Securities

A

A

Foreign Securities

Generally

A

A

Depositary Receipts

A

A

Foreign Government Securities

A

A

Foreign Currency Transactions

A

A

Derivative Contracts⁽¹⁾

Options on E quities

A

A

Options on Fixed Income S ecurities

A

A

Options on S tock I ndices

A

A

Options on Foreign Currency

A

A

Options on F utures

A

A

Options on S tock I ndex F utures

A

A

Futures

A

A

Stock I ndex F utures

A

A

Foreign C urrency F utures

A

A

F orward Foreign C urrency C ontracts

A

A

Other Transactions/Investments

Other Investment Company Securities

A

A

Repurchase Agreements

A

A

Reverse Repurchase Agreements

A

A

Restricted and Illiquid Securities

A

A

Securities Lending

A

A

When-Issued/Delayed Delivery Transactions

A

A

⁽¹⁾ Derivative Activity Limitations. The Trust and the Advisor have submitted applications to the Commission for exemptive relief from the 1940 Act in order to permit, among other things, shares of each Fund to trade in the secondary market on the Exchange. Orders granting the relief requested were issued by the Commission on ____________ . Consistent with representations made in these applications, neither Fund may currently invest in options contracts, futures contracts, swap agreements, or other derivative securities.

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Each Fund reserves the right to expand its investments in derivatives upon the earlier of an SEC rule under the 1940 Act providing ETFs with more flexible relief regarding investments in derivatives or the Trust’s receipt of an order permitting similar relief.

INVESTMENT PRACTICES

The information below supplements disclosure in the Prospectus regarding each Fund’s principal investment strategies. Below you will find more detail about the types of investments and investment practices permitted by each Fund, as noted in the preceding table, including those which are not part of a Fund’s principal investment strategy. This information should be read in conjunction with the disclosure included in the Prospectus.

EQUITY SECURITIES

Equity securities include both foreign and domestic common stocks, preferred stocks, exchange-traded funds, other business organizations, real estate investment trusts and other securities which the Advisor believes have equity characteristics, such as rights and warrants.

Common Stock

Common stock is a type of equity security which represents an ownership interest in a corporation and the right to a portion of the assets of the corporation in the event of liquidation. This right, however, is subordinate to that of preferred stockholders and any creditors, including holders of debt issued by a corporation. Owners of common stock are generally entitled to vote on important matters. A corporation may pay dividends on common stock.

Preferred Stock

Preferred stock is a type of equity security which represents an ownership interest in a corporation and the right to a portion of the assets of the corporation in the event of a liquidation. This right, however, is subordinate to that of any creditors, including holders of debt issued by the corporation. Owners of preferred stock ordinarily do not have voting rights, but are entitled to dividends at a specified rate.

Exchange-Traded Funds

Exchange-traded funds or ETFs are traded on stock exchanges or on the over-the-counter market. Certain ETFs track the performance of a designated index or benchmark and invest in the securities comprising that index or benchmark. Other exchange-traded funds do not attempt to track the performance of an index and hold portfolio securities that are actively managed by their investment advisor.

Like the Funds, ETFs will generally issue and redeem shares in c reation u nits in exchange for: ( 1 ) a portfolio of securities consisting of a substantial replication of the securities comprising the product’s investment portfolio ; and ( 2 ) a specified amount of cash .

Generally, shares of ETFs are not individually redeemable . To redeem, a Fund must accumulate enough shares to reconstitute a creation unit of the ETF. The liquidity of small holdings of an ETF , therefore, will depend upon the existence of a secondary market. The price of ETFs is derived and based upon the securities held by th at fund . Generally, ETFs redeem creation units in exchange for a combination of portfolio securities and cash. Certain exchange traded funds may issue and redeem creation units entirely for cash.

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Interests in Other Business Organizations

Entities such as limited partnerships, limited liability companies, business trusts and companies organized outside the United States may issue securities comparable to common or preferred stock. Limited partnerships are partnerships consisting of one or more general partners, by whom the business is conducted, and one or more limited partners who contribute capital to the partnership. Limited liability companies frequently consist of one or more managing members, by whom the business is conducted, and other members who contribute capital to the company. Limited partners and members of limited liability companies generally are not liable for the debts of the partnership beyond their capital contributions or commitments. Limited partners and non-managing members are not involved in the day-to-day management of the partnership or limited liability company. They receive income and capital gains from the partnership or company in accordance with the terms established in the partnership or operating agreement. Typical limited partnerships and limited liability companies are involved in real estate, oil and gas, and equipment leasing, but they also finance movies, research and development, and other projects.

For an organization classified as a partnership under the Code (including most limited partnerships and limited liabilities companies), each item of income, gain, loss, deduction and credit is not taxed at the partnership level but flows through with the same character to the partners or members. This allows the partnership to avoid double taxation.

A master limited partnership (“MLP”) is a publicly traded limited partnership or limited liability company. MLPs combine the tax advantages of a partnership with the liquidity of a publicly traded security. MLPs must limit their operations to avoid being taxed as corporations under the Code.

Real Estate Investment Trusts (“REITs”)

REITs are pooled investment vehicles which invest primarily in income producing real estate or real estate related loans or interest. REITs are generally classified as equity REITs, mortgage REITs or a combination of equity and mortgage REITs. Equity REITs invest the majority of their assets directly in real property and derive income primarily from the collection of rents. Equity REITs can also realize capital gains by selling property that has appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive income from the collection of interest payments. The real property and mortgages serving as investment vehicles for REITs may be either residential or commercial in nature and may include healthcare facilities. Like investment companies, REITs are not taxed on income distributed to shareholders provided they comply with several requirements of the Code. Such tax requirements may limit a REIT’s ability to respond to changes in the commercial real estate market.

FIXED INCOME SECURITIES

Fixed income securities include convertible securities, corporate debt securities, money market instruments, U.S. Government securities, and zero coupon securities which provide a stream of fixed payments to the holder.

Convertible Securities

Convertible securities include certain fixed income securities that may be exchanged or converted into a predetermined number of shares of an issuer’s underlying common stock at the option of the holder during a specified period. Convertible securities may take the form of convertible preferred stock, convertible bonds or debentures, units consisting of “usable” bonds and warrants or a combination of the features of several of these securities. The investment characteristics of each convertible security vary widely, which allows convertible securities to be employed for a variety of investment strategies. A Fund will exchange or convert the convertible securities held in its portfolio into shares of the underlying common stock when, in the Advisor’s opinion, the investment characteristics of the underlying common stock will assist the Fund in achieving its investment objective. Otherwise , a Fund may hold or trade convertible securities.

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Corporate Debt Securities (Including Bonds, Notes and Debentures)

Corporate debt includes any obligation of a corporation to repay a borrowed amount at maturity and usually to pay the holder interest at specific intervals. Corporate debt can have a long or short maturity and is often rated by one or more NRSROs. See the Appendix 1 to this SAI for a description of these ratings.

The credit risk of an issuer’s debt security may vary based on its priority for repayment. For example, higher ranking (senior) debt securities have a higher priority than lower ranking (subordinated) securities. This means that the issuer might not make payments on subordinated securities while continuing to make payments on senior securities. In addition, in the event of bankruptcy, holders of senior securities may receive amounts otherwise payable to the holders of subordinated securities. Some subordinated securities, such as trust preferred and capital securities notes, also permit the issuer to defer payments under certain circumstances. For example, insurance companies issue securities known as surplus notes that permit the insurance company to defer any payment that would reduce its capital below regulatory requirements.

Money Market Instruments

Except where otherwise noted, each Fund may, pending investment or for liquidity purposes, invest its assets in money market instruments.

Bank Obligations.

Bank obligations are short-term obligations issued by U.S. and foreign banks, including bankers’ acceptances, certificates of deposit, time deposits and similar securities.

Bankers’ acceptances are negotiable drafts or bills of exchange typically drawn by an importer or exporter to pay for specific merchandise that are “accepted” by a bank, meaning, in effect, that the issuing bank unconditionally agrees to pay the face value of the instrument on maturity. Investments in bankers’ acceptances will be limited to those guaranteed by domestic and foreign banks having, at the time of investment, total assets of $1 billion or more (as of the date of the institution’s most recently published financial statements).

Certificates of deposit and time deposits represent funds deposited in a commercial bank or a savings and loan association for a definite period of time and earning a specified return.

Investments in certificates of deposit and time deposits may include Eurodollar Certificates of Deposit, which are U.S. dollar denominated certificates of deposit issued by offices of foreign and domestic banks located outside the United States, Yankee Certificates of Deposit, which are certificates of deposit issued by a U.S. branch of a foreign bank denominated in U.S. dollars and held in the United States, Eurodollar Time Deposits, which are U.S. dollar denominated deposits in a foreign branch of a U.S. bank or a foreign bank, and Canadian Time Deposits, which are U.S. dollar denominated certificates of deposit issued by Canadian offices of major Canadian banks. All investments in certificates of deposit and time deposits will be limited to those (a) of domestic and foreign banks and savings and loan associations which, at the time of investment, have total assets of $1 billion or more (as of the date of the institution’s most recently published financial statements) or (b) the principal amount of which is insured by the Federal Deposit Insurance Corporation.

Commercial Paper and Variable Amount Master Demand Notes.

Consistent with its investment objective, policies, and restrictions, each Fund may invest in commercial paper (including Section 4(2) commercial paper) and variable amount master demand notes. Commercial paper consists of unsecured promissory notes issued by corporations normally having maturities of 270 days or less and rates of return which are fixed. These investments may include Canadian Commercial Paper, which is U.S. dollar denominated commercial paper issued by a Canadian corporation or a Canadian counterpart of a corporation, and europaper, which is U.S. dollar denominated commercial paper of a foreign issuer.

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Variable amount master demand notes are unsecured demand notes that permit the indebtedness thereunder to vary and provide for periodic adjustments in the interest rate according to the terms of the instrument. Because master demand notes are direct lending arrangements between a Fund and the issuer, they are not normally traded. Although there is no secondary market in the notes, a Fund may demand payment of principal and accrued interest at any time. A variable amount master demand note will be deemed to have a maturity equal to the longer of the period of time remaining until the next readjustment of its interest rate or the period of time remaining until the principal amount can be recovered from the issuer through demand.

Variable Rate Demand Notes.

Variable rate demand notes (“VRDNs”) are unsecured, direct lending arrangements between a Fund, as the lender, and a corporation, financial institution, government agency, municipality or other entity.

VRDNs have interest rates which float or which are adjusted at regular intervals ranging from daily to annually. Although the VRDNs are not generally traded, a Fund may demand payment of principal and accrued interest according to its arrangement with the borrower (usually upon no more than seven days’ notice). VRDNs are, therefore, treated as maturing on the later of the next interest adjustment or the date on which a Fund may next demand payment. Some VRDNs are backed by bank letters of credit.

Each Fund may only invest in VRDNs which satisfy its credit requirements for commercial paper.

Other M oney M arket I nstruments.

These instruments may include: obligations (certificates of deposit, time deposits, bank master notes, and bankers’ acceptances) of thrift institutions, and savings and loans, provided that such institutions have total assets of $1 billion or more as shown on their last published financial statements at the time of investment; short-term corporate obligations rated within the three highest rating categories by an NRSRO (e.g., at least A by S&P or A by Moody’s) at the time of investment, or, if not rated, determined by the Advisor to be of comparable quality; general obligations issued by the U.S. Government and backed by its full faith and credit, and obligations issued or guaranteed as to principal and interest by agencies or instrumentalities of the U.S. Government (e.g., obligations issued by Farmers Home Administration, Government National Mortgage Association, Federal Farm Credit Bank and Federal Housing Administration); receipts, including Treasury Receipts, Treasury Income Growth Receipts and Certificates of Accrual on Treasuries; repurchase agreements involving such obligations; money market funds, and foreign commercial paper.

U.S. Government Securities

U.S. Government securities are securities that are either issued or guaranteed as to payment of principal and interest by the U.S. Government, its agencies or instrumentalities. U.S. Government securities are limited to: direct obligations of the U.S. Treasury, such as bills, notes, and bonds of the U.S. Treasury, and notes, bonds, and discount notes of U.S. Government agencies or instrumentalities, including certain mortgage securities.

Some obligations issued or guaranteed by agencies or instrumentalities of the U.S. Government, such as Government National Mortgage Association participation certificates, are backed by the full faith and credit of the U.S. Treasury.

Other such obligations are only supported by: the issuer’s right to borrow an amount limited to a specific line of credit from the U.S. Treasury; the discretionary authority of the U.S. Government to purchase certain obligations of an agency or instrumentality; or the credit of the agency or instrumentality.

Agency securities are issued or guaranteed by a federal agency or other government sponsored entity (“GSE”) acting under federal authority. Some GSE securities are supported by the full faith and credit of the U.S. Government and some GSE securities are not. GSE securities backed by the full faith and credit of the U.S. Government include the Government National Mortgage Association, Small Business Administration, Farm Credit System Financial Assistance Corporation, Farmer’s Home Administration, Federal Financing Bank, General Services Administration, Department of Housing and Urban Development, Export-Import Bank, Overseas Private Investment Corporation, and Washington Metropolitan Area Transit Authority Bonds.

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GSE securities, not backed by the full faith and credit of the U.S. Government but that receive support through federal subsidies, loans or other benefits include the Federal Home Loan Bank System, Federal Home Loan Mortgage Corporation, Federal National Mortgage Association, and Tennesee Valley Authority.

Other GSE securities are not backed by the full faith and credit of the U.S. Government and have no explicit financial support, including the Farm Credit System, Financing Corporation, and Resolution Funding Corporation. Investors regard agency securities as having low credit risks, but not as low as Treasury securities. Each Fund treats mortgage-backed securities guaranteed by a GSE as if issued or guaranteed by a federal agency. Although such a guarantee protects against credit risks, it does not reduce market and prepayment risks.

Zero-coupon Securities

Zero-coupon securities are debt obligations which are generally issued at a discount, are payable in full at maturity, and do not provide for current payments of interest prior to maturity. Zero-coupon securities usually trade at a deep discount from their face or par value and are subject to greater market value fluctuations from changing interest rates than debt obligations of comparable maturities which make current distributions of interest. As a result, the NAV of shares of a Fund investing in zero-coupon securities may fluctuate over a greater range than shares of other investment companies investing in securities making current distributions of interest and having similar maturities.

Zero-coupon securities may include U.S. Treasury bills issued directly by the U.S. Treasury or other short-term debt obligations, and longer-term bonds or notes and their unmatured interest coupons which have been separated by their holder, typically a custodian bank or investment brokerage firm. A number of securities firms and banks have stripped the interest coupons from the underlying principal (the “corpus”) of U.S. Treasury securities and resold them in custodial receipt programs with a number of different names, including TIGRS and CATS. The underlying U.S. Treasury bonds and notes themselves are held in book-entry form at the Federal Reserve Bank or, in the case of bearer securities (i.e., unregistered securities which are owned ostensibly by the bearer or holder thereof), in trust on behalf of the owners thereof.

In addition, the U.S. Treasury has facilitated transfers of ownership of zero-coupon securities by accounting separately for the beneficial ownership of particular interest coupons and corpus payments on U.S. Treasury securities through the Federal Reserve book-entry record-keeping system. The Federal Reserve program, as established by the U.S. Treasury Department, is known as “STRIPS” or “Separate Trading of Registered Interest and Principal of Securities.” Under the STRIPS program, a Fund will be able to have its beneficial ownership of U.S. Treasury zero-coupon securities recorded directly in the book-entry record-keeping system in lieu of having to hold certificates or other evidence of ownership of the underlying U.S. Treasury securities.

When debt obligations have been stripped of their unmatured interest coupons by the holder, the stripped coupons are sold separately. The principal or corpus is sold at a deep discount because the buyer receives only the right to receive a future fixed payment on the security and does not receive any rights to periodic cash interest payments. Once stripped or separated, the corpus and coupons maybe sold separately. Typically, the coupons are sold separately or grouped with other coupons with like maturity dates and sold in such bundled form. Purchasers of stripped obligations acquire, in effect, discount obligations that are economically identical to the zero-coupon securities issued directly by the obligor.

FOREIGN SECURITIES ( including emerging markets)

Foreign securities are those securities which are issued by companies located outside the United States and principally traded in foreign markets. This includes equity and fixed income securities of foreign entities and obligations of foreign branches of U.S. and foreign banks. Permissible investments may consist of obligations of foreign branches of U.S. banks and foreign or domestic branches of foreign banks, including European Certificates of Deposit, European Time Deposits, Canadian Time Deposits and Yankee Certificates of Deposit, and investments in Canadian Commercial Paper, foreign securities and europaper. In addition, the Funds may invest in depositary receipts. A Fund may also invest in securities issued or guaranteed by foreign corporations or foreign governments, their political subdivisions, agencies or instrumentalities and obligations of supranational entities such as the World Bank and the Asian Development Bank.

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Foreign securities are normally denominated and traded in foreign currencies. Although foreign exchange dealers do not charge a fee for currency conversion, they do realize a profit based on the difference (the “spread”) between prices at which they buy and sell various currencies. Thus, a dealer may offer to sell a foreign currency to a Fund at one rate, while offering a lesser rate of exchange should a Fund desire to resell that currency to the dealer. For additional information see “Foreign Currency Transactions” above.

A Fund may also invest in securities of emerging markets issuers.

Depositary Receipts

American Depositary Receipts (“ADRs”) are securities, typically issued by a U.S. financial institution (a “depositary”), that evidence ownership interests in a security or a pool of securities issued by a foreign issuer and deposited with the depositary. ADRs include American Depositary Shares and New York Shares. European Depositary Receipts (“EDRs”), which are sometimes referred to as Continental Depositary Receipts (“CDRs”), are securities, typically issued by a non-U.S. financial institution, that evidence ownership interests in a security or a pool of securities issued by either a U.S. or foreign issuer. Global Depositary Receipts (“GDRs”) are issued globally and evidence a similar ownership arrangement. Generally, ADRs are designed for trading in the U.S. securities markets, EDRs are designed for trading in European securities markets and GDRs are designed for trading in non-U.S. securities markets. ADRs, EDRs, CDRs and GDRs may be available for investment through “sponsored” or “unsponsored” facilities. A sponsored facility is established jointly by the issuer of the security underlying the receipt and a depositary, whereas an unsponsored facility may be established by a depositary without participation by the issuer of the receipt’s underlying security.

Holders of an unsponsored depositary receipt generally bear all the costs of the unsponsored facility. The depositary of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited security or to pass through to the holders of the receipts voting rights with respect to the deposited securities.

Foreign Government Securities

Foreign government securities generally consist of fixed income securities supported by national, state or provincial governments or similar political subdivisions. Foreign government securities also include debt obligations of supranational entities, such as international organizations designed or supported by governmental entities to promote economic reconstruction or development, international banking institutions and related government agencies. Examples of these include, but are not limited to, the International Bank for Reconstruction and Development (the “ World Bank ” ), the Asian Development Bank, the European Investment Bank and the Inter-American Development Bank.

Foreign government securities also include fixed income securities of quasi-governmental agencies that are either issued by entities owned by a national, state or equivalent government or are obligations of a political unit that are not backed by the national government’s full faith and credit.

Foreign Currency Transactions

Foreign currency transactions include purchasing and selling foreign currencies, entering into forward or futures contracts to purchase or sell foreign currencies (see “Forward Foreign Currency Contracts and Foreign Currency Futures Contracts”- below), and purchasing and selling options on foreign currencies (see “Foreign Currency Options”- below). Foreign currency transactions may be used to hedge against uncertainty in the level of future foreign currency exchange rates and to increase current return.

Purchases and sales of foreign currencies on a spot basis are used to increase current return. They are also used in connection with both “transaction hedging” and “position hedging.”

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Transaction hedging involves entering into foreign currency transactions with respect to specific receivables or payables generally arising in connection with the purchase or sale of portfolio securities. Transaction hedging is used to “lock in” the U.S. dollar price of a security to be purchased or sold, or the U.S. dollar equivalent of a dividend or interest payment in a foreign currency. The goal is to protect against a possible loss resulting from an adverse change in the relationship between the U.S. dollar and the applicable foreign currency during the period between the date on which the security is purchased or sold or on which the dividend or interest payment is declared, and the date on which such payments are made or received.

Position hedging involves entering into foreign currency transactions either to protect against: ( 1 ) a decline in the value of a foreign currency in which a security held or to be sold is denominated; or ( 2 ) an increase in the value of a foreign currency in which a security to be purchased is denominated. In connection with position hedging, a Fund may purchase put or call options on foreign currency and foreign currency futures contracts and buy or sell forward contracts and foreign currency futures contracts.

Neither transaction nor position hedging eliminates fluctuations in the underlying prices of the securities which a Fund owns or intends to purchase or sell. They simply establish a rate of exchange which can be achieved at some future point in time. Additionally, although these techniques tend to minimize the risk of loss due to a decline in the value of the hedged currency, they also tend to limit any potential gain which might result from the increase in the value of such currency.

Hedging transactions are subject to correlation risk due to the fact that the amounts of foreign currency exchange transactions and the value of the portfolio securities involved will not generally be perfectly matched. This is because the future value of such securities in foreign currencies will change as a consequence of market movements in the values of those securities between the dates the currency exchange transactions are entered into and the dates they mature.

DERIVATIVE CONTRACTS

While this section sets forth information regarding a variety of derivatives that constitute acceptable investments of each Fund, the Funds are not currently permitted to invest in options contracts, futures contracts, swap agreements, or other derivative securities pursuant to conditions of an exemptive order issued by the Commission permitting, among other things, their shares to trade in the secondary market. Each Fund reserves the right to expand its investments in derivatives upon the earlier of an SEC rule under the 1940 Act providing ETFs with more flexible relief regarding investments in derivatives or the Trust’s receipt of an order permitting similar relief.

Options on Equities, Fixed Income Securities and Stock Indices

A call option gives the purchaser of the option the right to buy a security at a stated price from the writer (seller) of the option. A put option gives the purchaser of the option the right to sell a security at a stated price to the writer of the option. In a covered call option and during the option period, the writer owns the security (or a comparable security sufficient to satisfy securities exchange requirements) which may be sold pursuant to the option. In a covered put option, the writer holds cash and/or short-term debt instruments in an amount equal to the exercise price of the option. In addition, a call or put will be considered covered if and to the extent that some or all of the risk of the option has been offset by another position. A Fund may write combinations of covered puts and calls on the same underlying security. In general, a Fund may write options in an attempt to increase returns or purchase options for hedging purposes.

The premium received from writing a put or call option increases a Fund’s return on the underlying security in the event that the option expires unexercised or is closed out at a profit. The amount of the premium reflects, among other things, the relationship between the exercise price and the current market value of the underlying security, the volatility of the underlying security, the amount of time remaining until expiration, current interest rates, and the effect of supply and demand in the options market and in the market for the underlying security. A put option locks in the price at which a Fund may sell a security it holds, thus hedging against market declines. Such protection is provided during the life of the put option since a Fund, as holder of the option, is able

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to sell the underlying security at the option’s exercise price regardless of any decline in the underlying security’s market price. A call option locks in the price at which a Fund may purchase a security, thus hedging against an increase in the market price of a security.

By writing a call option, a Fund limits its opportunity to profit from any increase in the market value of the underlying security above the exercise price of the option but continues to bear the risk of a decline in the value of the underlying security. By writing a put option, a Fund assumes the risk that it may be required to purchase the underlying security for an exercise price higher than its then current market value, resulting in a potential capital loss unless the security subsequently appreciates in value.

A Fund may terminate an option that it has written prior to its expiration by entering into a closing purchase transaction, in which it purchases an offsetting option. The Fund realizes a profit or loss from a closing transaction if the cost of the transaction (option premium plus transaction costs) is less or more than the premium received from writing the option. Because increases in the market price of a call option generally reflect increases in the market price of the security underlying the option, any loss resulting from a closing purchase transaction may be offset in whole or in part by unrealized appreciation of the underlying security owned by the Fund.

In order for a put option to be profitable, the value of the underlying security/index must decline sufficiently below the exercise price to cover the premium and transaction costs. By using put options in this manner, the Fund will reduce any profit it might otherwise have realized from appreciation of the underlying security/index by the premium paid for the put option and by transaction costs. In order for a call option to be profitable, the market price of the underlying security must rise sufficiently above the exercise price to cover the premium and transaction costs.

A Fund may only write covered call and put options.

The successful use of options depends on the ability of the Advisor to forecast interest rate and market movements. For example, if the Fund were to write a call option based on the Advisor’s expectation that the price of the underlying security will fall, but the price rises instead, the Fund could be required to sell the security upon exercise at a price below the current market price. Similarly, if the Fund were to purchase a put option on an index based on the Advisor’s expectations that the value of the underlying security will decline, but the value rises instead, the Fund would be out the premium paid to purchase the option.

Foreign Currency Options

Options on foreign currencies operate similarly to options on securities, and are traded primarily in the over-the-counter market (so-called “OTC options”), although options on foreign currencies may also be listed on several exchanges. Options will be purchased or written only when the Advisor believes that a liquid secondary market exists for such options. There can be no assurance that a liquid secondary market will exist for a particular option at any specific time. Options on foreign currencies are affected by all of those factors which influence exchange rates and investments generally.

Purchases and sales of options may be used to increase current return. They are also used in connection with hedging transactions. (See “Foreign Currency Transactions” above).

Writing covered call options on currencies may offset some of the costs of hedging against fluctuations in currency exchange rates. For transaction hedging purposes a Fund may also purchase exchange-listed and OTC put and call options on foreign currency futures contracts and on foreign currencies. A put option on a futures contract gives a Fund the right to assume a short position in the futures contract until expiration of the option. A call option on a futures contract gives a Fund the right to assume a long position in the futures contract until the expiration of the option.

The value of a foreign currency option is dependent upon the value of the foreign currency and the U.S. dollar, and may have no relationship to the investment merits of a foreign security. Because foreign currency transactions occurring in the interbank market involve substantially larger amounts than those that may be involved in the use of foreign currency options, investors may be disadvantaged by having to deal in an odd lot market (generally consisting of transactions of less than $1 million) for the underlying foreign currencies at prices that are less favorable than for round lots.

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There is no systematic reporting of last sale information for foreign currencies and there is no regulatory requirement that quotations available through dealers or other market sources be firm or revised on a timely basis. Available quotation information is generally representative of very large transactions in the interbank market and thus may not reflect relatively smaller transactions (less than $1 million) where rates may be less favorable. The interbank market in foreign currencies is a global, around-the-clock market. To the extent that the U.S. options markets are closed while the markets for the underlying currencies remain open, significant price and rate movements may take place in the underlying markets that cannot be reflected in the U.S. options markets. Options contracts are generally valued at the mean of the bid and asked price as reported on the highest-volume exchange (in terms of the number of option contracts traded for that issue) on which such options are traded.

Futures Contracts and Options on Futures Contracts

A futures contract is a binding contractual commitment which, if held to maturity, will result in an obligation to make or accept delivery of a security at a specified future time and price. By purchasing futures (assuming a “long” position) a Fund will legally obligate itself to accept the future delivery of the underlying security and pay the agreed price. By selling futures (assuming a “short” position) it will legally obligate itself to make the future delivery of the security against payment of the agreed price. Open futures positions on debt securities will be valued at the most recent settlement price, unless that price does not in the judgment of the Trustees reflect the fair value of the contract, in which case the positions will be valued by or under the direction of the Trustees. Positions taken in the futures markets are not normally held to maturity, but are instead liquidated through offsetting transactions which may result in a profit or a loss. While futures positions taken by a Fund will usually be liquidated in this manner, a Fund may instead make or take delivery of the underlying securities whenever it appears economically advantageous to the Fund to do so. A clearing corporation associated with the exchange on which futures are traded assumes responsibility for such closing transactions and guarantees that a Fund’s sale and purchase obligations under closed-out positions will be performed at the termination of the contract. Futures contracts are considered to be commodity contracts. The Trust has claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act and, therefore, is not subject to registration or regulation as a commodity pool operator under the Act.

Hedging by use of futures on debt securities seeks to establish more certainly than would otherwise be possible the effective rate of return on portfolio securities. A Fund may, for example, take a “short” position in the futures market by selling contracts for the future delivery of debt securities held by the Fund (or securities having characteristics similar to those held by the Fund) in order to hedge against an anticipated rise in interest rates that would adversely affect the value of the Fund’s portfolio securities. When hedging of this character is successful, any depreciation in the value of portfolio securities may be offset by appreciation in the value of the futures position.

On other occasions, a Fund may take a “long” position by purchasing futures on debt securities. This would be done, for example, when the Advisor expects to purchase for a Fund particular securities when it has the necessary cash, but expects the rate of return available in the securities markets at that time to be less favorable than rates currently available in the futures markets. If the anticipated rise in the price of the securities should occur (with its concomitant reduction in yield), the increased cost to the Fund of purchasing the securities may be offset by the rise in the value of the futures position taken in anticipation of the subsequent securities purchase.

Successful use by a Fund of futures contracts on debt securities is subject to the Advisor’s ability to predict correctly movements in the direction of interest rates and other factors affecting markets for debt securities. For example, if a Fund has hedged against the possibility of an increase in interest rates which would adversely affect the market prices of debt securities held by it and the prices of such securities increase instead, the Fund will lose part or all of the benefit of the increased value of its securities which it has hedged because it will have offsetting losses in its futures positions. In addition, in such situations, if the Fund has insufficient cash, it may have to sell securities to meet daily margin maintenance requirements. A Fund may have to sell securities at a time when it may be disadvantageous to do so.

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A Fund may purchase and write put and call options on debt futures contracts, as they become available. Such options are similar to options on securities except that options on futures contracts give the purchaser the right, in return for the premium paid, to assume a position in a futures contract (a long position if the option is a call and a short position if the option is a put) at a specified exercise price at any time during the period of the option. As with options on securities, the holder or writer of an option may terminate its position by selling or purchasing an option of the same series. There is no guarantee that such closing transactions can be a ffected. A Fund will be required to deposit initial margin and variation margin with respect to put and call options on futures contracts written by it pursuant to brokers’ requirements, and, in addition, net option premiums received will be included as initial margin deposits. See “Margin Payments” below. Compared to the purchase or sale of futures contracts, the purchase of call or put options on futures contracts involves less potential risk to a Fund because the maximum amount at risk is the premium paid for the options plus transactions costs. However, there may be circumstances when the purchases of call or put options on a futures contract would result in a loss to a Fund when the purchase or sale of the futures contracts would not, such as when there is no movement in the prices of debt securities. The writing of a put or call option on a futures contract involves risks similar to those risks relating to the purchase or sale of futures contracts.

Margin Payments .

When a Fund purchases or sells a futures contract, it is required to deposit with its custodian an amount of cash or U.S. Treasury bills or other permissible collateral equal to a small percentage of the amount of the futures contract. This amount is known as “initial margin.” The nature of initial margin is different from that of margin in security transactions in that it does not involve borrowing money to finance transactions. Rather, initial margin is similar to a performance bond or good faith deposit that is returned to a Fund upon termination of the contract, assuming a Fund satisfies its contractual obligations.

Subsequent payments to and from the broker occur on a daily basis in a process known as “marking to market.” These payments are called “variation margin,” and are made as the value of the underlying futures contract fluctuates. For example, when a Fund sells a futures contract and the price of the underlying currency rises above the delivery price, the Fund’s position declines in value. The Fund then pays a broker a variation margin payment equal to the difference between the delivery price of the futures contract and the market price of the currency underlying the futures contract. Conversely, if the price of the underlying currency falls below the delivery price of the contract, the Fund’s futures position increases in value. The broker then must make a variation margin payment equal to the difference between the delivery price of the futures contract and the market price of the currency underlying the futures contract.

When a Fund terminates a position in a futures contract, a final determination of variation margin is made, additional cash is paid by or to the Fund, and the Fund realizes a loss or gain. Such closing transactions involve additional commission costs.

Stock Index Futures Contracts and Options on Stock Index Futures Contracts

A stock index futures contract is a contract to buy or sell units of a stock index at a specified future date at a price agreed upon when the contract is made. A unit is the current value of the stock index.

The following example illustrates generally the manner in which index futures contracts operate. The Standard & Poor’s 100 Stock Index (“S&P 100”) is composed of 100 selected common stocks, most of which are listed on the New York Stock Exchange (“NYSE”). The S&P 100 assigns relative weightings to the common stocks included in the Index, and the Index fluctuates with changes in the market values of those common stocks. In the case of the S&P 100, contracts are to buy or sell 100 units. Thus, if the value of the S&P 100 were $180, one contract would be worth $18,000 (100 units x $180). The stock index futures contract specifies that no delivery of the actual stocks making up the index will take place. Instead, settlement in cash must occur upon the termination of the contract, with the settlement being the difference between the contract price and the actual level of the stock index at the expiration of the contract. For example, if a Fund enters into a futures contract to buy 100 units of the S&P 100 at a specified future date at a contract price of $180 and the S&P 100 is at $184 on that future date, the Fund will gain $400 (100 units x gain of $4).

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If the Fund enters into a futures contract to sell 100 units of the stock index at a specified future date at a contract price of $180 and the S&P 100 is at $182 on that future date, the Fund will lose $200 (100 units x loss of $2). A Fund may purchase or sell futures contracts with respect to any stock index. Positions in index futures may be closed out only on an exchange or board of trade which provides a secondary market for such futures.

Purchases and sales of index futures may be used to hedge an investment. To hedge an investment successfully, however, a Fund must invest in futures contracts with respect to indices or sub-indices the movements of which will have a significant correlation with movements in the prices of the Fund’s securities.

Options on index futures contracts are similar to options on securities except that options on index futures contracts give the purchaser the right, in return for the premium paid, to assume a position in an index futures contract (a long position if the option is a call and a short position if the option is a put) at a specified exercise price at any time during the period of the option. Upon exercise of the option, the holder assumes the underlying futures position and receives a variation margin payment of cash or securities approximating the increase in the value of the holder’s option position. If an option is exercised on the last trading day prior to the expiration date of the option, the settlement is made entirely in cash based on the difference between the exercise price of the option and the closing level of the index on which the futures contract is based on the expiration date. Purchasers of options who fail to exercise their options prior to the exercise date suffer a loss of the premium paid. As an alternative to purchasing call and put options on index futures contracts, a Fund may purchase put and call options on the underlying indices themselves to the extent that such options are traded on national securities exchanges. Index options are similar to options on individual securities in that the purchaser of an index option acquires the right to buy, and the writer undertakes the obligation to sell, an index at a stated exercise price during the term of the option. Instead of giving the right to take or make actual delivery of securities, the holder of an index option has the right to receive a cash “exercise settlement amount.” This amount is equal to the amount by which the fixed exercise price of the option exceeds (in the case of a put) or is less than (in the case of a call) the closing value of the underlying index on the date of the exercise, multiplied by a fixed “index multiplier.” A Fund will enter into an option position only if there appears to be a liquid secondary market for such options.

No Fund will engage in transactions in options on stock indices for speculative purposes but only to protect appreciation attained, to offset capital losses and to take advantage of the liquidity available in the option markets.

The aggregate premium paid on all options on stock indices will not exceed 20% of a Fund’s total assets.

Forward Foreign Currency Contracts and Foreign Currency Futures Contracts

A forward foreign currency contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract as agreed by the parties, at a price set at the time of the contract. In the case of a cancelable forward contract, the holder has the unilateral right to cancel the contract at maturity by paying a specified fee. The contracts are traded in the interbank market conducted directly between currency traders (usually large commercial banks) and their customers. A forward contract generally has no deposit requirement, and no commissions are charged at any stage for trades.

A foreign currency futures contract is a standardized contract for the future delivery of a specified amount of a foreign currency at a future date at a price set at the time of the contract. Foreign currency futures contracts traded in the United States are designed by and traded on exchanges regulated by the Commodity Futures Trading Commission (“CFTC”), such as the New York Mercantile Exchange.

Forward foreign currency contracts differ from foreign currency futures contracts in certain respects. For example, the maturity date of a forward contract may be any fixed number of days from the date of the contract agreed upon by the parties, rather than a predetermined date in a given month. Forward contracts may be in any amounts agreed upon by the parties rather than predetermined amounts. Also, forward foreign currency contracts are traded directly between currency traders so that no intermediary is required. A forward contract generally requires no margin or other deposit.

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At the maturity of a forward or futures contract, a Fund may either accept or make delivery of the currency specified in the contract, or at or prior to maturity enter into a closing transaction involving the purchase or sale of an offsetting contract. Closing transactions with respect to forward contracts are usually a ffected with the currency trader who is a party to the original forward contract. Closing transactions with respect to futures contracts are affected on a commodities exchange; a clearing corporation associated with the exchange assumes responsibility for closing out such contracts.

Forward foreign currency contracts and foreign currency futures contracts can be used to increase current return. They are also used in connection with both “transaction hedging” and “position hedging.” (s ee “Foreign Currency Transactions” above ).

Margin Payments. See “Derivative Contracts – Futures Contracts and Options on Futures Contracts – Margin Payments.”

OTHER TRANSACTIONS/INVESTMENTS

Other Investment Companies Securities

Each Fund may invest in securities of other investment companies (“Acquired Funds”), including traditional mutual funds , as an efficient means of carrying out its investment policies and managing their uninvested cash.

A Fund’s shareholders indirectly bear the expenses of the Acquired Funds in which a Fund invests. Except under exemptive rules or relief from the U.S. Securities and Exchange Commission (‘SEC”), n o Fund may investment more than 10% of its total assets at any one time in the shares of Acquired Funds , 5% of its total assets in the shares of any one Acquired Fund , or own more than 3% of the shares of any one Acquired Fund . When a Fund invests in the shares of Acquired Funds , investment advisory and other fees will apply, and the investment’s yield will be reduced accordingly.

Repurchase Agreements

Repurchase agreements are agreements through which banks, broker-dealers and other financial institutions approved by the Trustees, sell securities (usually U.S. Government securities) to a Fund and agree to repurchase those securities at a specified price and time (usually not more than seven days from the original sale). The seller’s obligation to pay the repurchase price is secured by the securities to be repurchased. These securities are required to be held by a Fund, its custodian or a third-party custodian. In order to protect a Fund’s interest, collateral securities must have a value of at least 100% of the resale price at all times. (The seller must provide additional collateral in the event that this condition is not met). In general, the Advisor will require collateral securities to have a value of at least 102% of the resale price at the time the repurchase agreement is made. The collateral is marked to market on a daily basis, thus enabling the Advisor to determine when to request additional collateral from the seller.

If a seller defaults on its repurchase obligation, a Fund could realize a loss on the sale of the underlying securities to the extent that the proceeds of the sale (including accrued interest) are less than the resale price. In addition, even though the U.S. Bankruptcy Code provides protection to a Fund if the seller becomes bankrupt or insolvent, the Fund may suffer losses in such event.

Reverse Repurchase Agreements

Each Fund may borrow funds for temporary purposes by entering into reverse repurchase agreements, provided such action is consistent with the Fund’s investment objective and fundamental investment restrictions; as a matter of non-fundamental policy, each Fund intends to limit total borrowings under reverse repurchase agreements to no more than 10% of the value of its total assets. Pursuant to a reverse repurchase agreement, a Fund will sell portfolio securities to financial institutions such as banks or to broker-dealers, and agree to repurchase the securities at a mutually agreed-upon date and price.

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Each Fund intends to enter into reverse repurchase agreements only to avoid otherwise selling securities during unfavorable market conditions to meet redemptions. At the time a Fund enters into a reverse repurchase agreement, it will place in a segregated custodial account assets such as U.S. Government securities or other liquid, high-quality debt securities consistent with the Fund’s investment objective having a value at least equal to 100% of the repurchase price (including accrued interest), and will subsequently monitor the account to ensure that an equivalent value is maintained. Reverse repurchase agreements involve the risk that the market value of the securities sold by a Fund may decline below the price at which a Fund is obligated to repurchase the securities. Reverse repurchase agreements are considered to be borrowings by a Fund under the 1940 Act.

Restricted and Illiquid Securities

Restricted securities are any securities which are subject to restriction on resale under federal securities law, including commercial paper issued in reliance on the exemption from registration afforded by Section 4(2) of the 1933 Act . Illiquid securities are any securities for which there is a limited trading market and may, therefore, be difficult to sell at market value. Because restricted and illiquid securities may be difficult to sell at an acceptable price, they may be subject to greater volatility and may result in a loss to a Fund.

Section 4(2) commercial paper is generally sold to institutional investors, such as mutual funds, wh ich agree that they are purchasing the paper for investment purposes and not with a view to public distribution. Any resale by the purchaser must be in an exempt transaction. Section 4(2) commercial paper is normally resold to other institutional investors through or with the assistance of the issuer or investment dealers who make a market in Section 4(2) commercial paper, thus providing liquidity. The Trust believes that Section 4(2) commercial paper and possibly certain other restricted securities which meet the criteria for liquidity established by the Trustees are quite liquid. The Trust may treat these securities as liquid and not subject to the investment limitation applicable to illiquid securities. In addition, because Section 4(2) commercial paper is liquid, the Trust intends not to subject such commercial paper to any limitation applicable to restricted securities.

Securities Lending

In order to generate additional income, each Fund may lend its portfolio securities on a short-term basis to certain brokers, dealers or other financial institutions. In determining whether to lend to a particular broker, dealer or financial institution, the Advisor will consider all relevant facts and circumstances, including the size, creditworthiness and reputation of the borrower. Any loans made will be continuously secured by collateral in cash at least equal to 100% of the value of the securities on loan from the Fund. Each Fund may lend up to 33 1/3% of its total assets. Such loans must be fully collateralized by cash, U.S. Government securities or other high-quality debt obligations and marked to market daily. Although the loan is fully collateralized, if the borrower defaults, a Fund could lose money.

While portfolio securities are on loan, the borrower will pay to a lending Fund any dividends or interest received on the securities. In addition, a Fund retains all or a portion of the interest received on investment of the collateral or receives a fee from the borrower. Although voting rights, or rights to consent, with respect to the loaned securities pass to the borrower, the lending Fund retains the right to call the loans at any time on reasonable notice, and it will do so to enable a Fund to exercise voting rights on any matters materially affecting the investment. A Fund may also call such loans in order to sell the securities.

One of the risks in lending portfolio securities, as with other extensions of credit, is the possible delay in recovery of the securities or possible loss of rights in the collateral should the borrower fail financially. There is also the risk that, when lending portfolio securities, the securities may not be available to a Fund on a timely basis and a Fund may, therefore, lose the opportunity to sell the securities at a desirable price. In addition, in the event that a borrower of securities files for bankruptcy or becomes insolvent, disposition of the securities may be delayed pending court action .

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When-issued and Delayed Delivery Transactions

When-issued and delayed delivery transactions are arrangements through which a Fund purchases securities with payment and delivery scheduled for a future time. No fees or other expenses, other than normal transaction costs, are incurred. However, liquid assets of a purchasing Fund sufficient to make payment for the securities are segregated on the Fund’s records at the trade date. These assets are then marked to market daily and maintained until the transaction has been settled. A seller’s failure to complete a transaction may cause a Fund to miss a desired price or yield. In addition, because of delayed settlement, a Fund may pay more than market value on the settlement date. The Advisor may choose to dispose of a commitment prior to settlement.

Each Fund may invest up to 25% of its total assets in securities purchased on a when-issued or delayed delivery basis. No Fund intends to engage in when-issued and delayed delivery transactions to an extent that would cause the segregation of more than 20% of the total value of a Fund’s assets.

INVESTMENT RISKS

The information below supplements disclosure in the Prospectus regarding each Fund’s principal investment risks. Below you will find more detail regarding the risks associated with the types of investments and investment practices permitted by each Fund. This information should be read in conjunction with the disclosure included in the Prospectus.

EQUITY SECURITIES RISK

General Risk

Equity risk is the risk that stock prices will fall quickly and dramatically over short or extended periods of time. Stock markets tend to move in cycles, with periods of rising prices and period of falling prices. Often, dramatic movements in prices occur in response to the overall market environment or reports of a company’s earnings, economic statistics or other factors which affect an issuer’s profitability. The price of equity securities can decline and reduce the value of a fund investing in equities. Stock markets are volatile.

To the extent that a Fund invests in smaller capitalization stocks, it may be subject to greater risks than those associated with investment in larger, more established companies. Small companies tend to have limited product lines, markets or financial resources, and may be dependent on a small management group. Small company stocks may be subject to more abrupt or erratic price movements, for reasons such as lower trading volumes, greater sensitivity to changing conditions and less certain growth prospects. Additionally, there are fewer market makers for these stocks and wider spreads between quoted bid and ask prices in the over the counter market for these stocks. Small cap stocks also tend to be subject to greater liquidity risk, particularly during periods of market disruption, and there is often less publicly available information concerning these securities. Even funds that invest in high quality or “blue chip” equity securities or securities of established companies with large market capitalizations (which generally have strong financial characteristics) can be negatively impacted by overall market and economic conditions.

Exchange-Traded Funds Risk

ETFs generally present the same primary risks as an investment in a conventional fund (i.e., one that is not exchange traded) that has the same investment objectives, strategies, and policies. The price of a n ETF can fluctuate up or down, and you could lose money investing in the ETF if the prices of the securities owned by the ETF go down. In addition, an investment in an ETF may be subject to the following risks that do not apply to conventional funds: ( 1 ) the market price of an ETF’s shares may trade above or below their NAV; ( 2 ) an active trading market for an ETF’s shares may not develop or be maintained; or ( 3 ) trading of an ETF’s shares may be halted if the listing exchange’s officials deem such action appropriate, the shares are delisted from the exchange, or the activation of market-wide “circuit breakers” (which are tied to large decreases in stock prices) halts stock trading generally.

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Market Price Variance Risk (ETFs) .

ETFs are listed for trading on a securities exchange and can be bought and sold in the secondary market at market prices. The market prices of ETF shares will fluctuate in response to changes in their respective NAVs and supply and demand for their shares. Differences between secondary market prices and NAV for an ETF’s shares may be due largely to supply and demand forces in the secondary market, which forces may not be the same as those influencing prices for securities or instruments held by the Fund at a particular time. There may, however, be times when the market price and the NAV vary significantly and an investor may pay more than NAV when buying ETF shares on the secondary market, and receive less than NAV when it sells those ETF shares. The market price of ETF shares includes a “bid-ask spread” charged by the lead market maker , market makers or other participants that trade ETF shares. In times of severe market disruption, the bid-ask spread often increases significantly. This means that an ETF’s shares may trade at a discount to NAV, and the discount is likely to be greatest when the price of the ETF’s shares is falling fastest, which may be the time that investors most want to sell the ETF’s shares. An ETF’s investment results are measured based upon the daily NAV of the ETF. Accordingly, a Fund purchasing and selling ETFs in the secondary market may not experience investment results consistent with those purchasing from and redeeming Creation Units with an ETF directly.

Real Estate/REIT Risk

Investments in REITs are subject to the same risks as direct investments in real estate. The real estate industry is particularly sensitive to economic downturns. The value of REITs and other real estate-related investments is sensitive to, among other things, changes in local, regional and national economic conditions, the demand for rental property, real estate values and rental income, property taxes, interest rates, tax and regulatory requirements, overbuilding, extended vacancies of properties and the issuer’s management skills. In the event of a default by an underlying tenant or borrower, a REIT could experience delays in enforcing its rights as a lessor or mortgagee and may incur substantial costs associated with protecting its investments. In addition, the value of a REIT can depend on the structure of and cash flow generated by the REIT. Also, REITs may have limited financial resources, may trade less frequently and in limited volume and may be more volatile than other securities.

Securities Linked to the Real Estate Market Risk

Investing in securities of companies in the real estate industry subjects a Fund to the risks associated with the direct ownership of real estate. These risks include:

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declines in the value of real estate;

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risks related to general and local economic conditions;

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possible lack of availability of mortgage funds;

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overbuilding;

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extended vacancies of properties;

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increased competition;

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increases in property taxes and operating expenses;

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change in zoning laws;

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losses due to costs resulting from the clean-up of environmental problems;

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liability to third parties for damages resulting from environmental problems;

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casualty or condemnation losses;

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limitations on rents;

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changes in neighborhood values and the appeal of properties to tenants; and

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changes in interest rates.

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Securities of companies in the real estate industry include equity REITs and mortgage REITs. Equity REITs may be affected by changes in the value of the underlying property owned by the trusts, while mortgage REITs may be affected by the quality of any credit extended. Further, equity and mortgage REITs are dependent upon management skills and generally may not be diversified. Equity and mortgage REITs are also subject to heavy cash flow dependency, defaults by borrowers and self-liquidations. In addition, equity and mortgage REITs could possibly fail to qualify for tax free pass-through of income under the Code, or to maintain their exemptions from registration under the 1940 Act. The above factors may also adversely affect a borrower’s or a lessee’s ability to meet its obligations to the REIT. In the event of a default by a borrower or lessee, the REIT may experience delays in enforcing its rights as a mortgagee or lessor and may incur substantial costs associated with protecting its investments.

In addition, even the larger REITs in the industry tend to be small to medium-sized companies in relation to the equity markets as a whole. See “Small and Medium Size Company Risk” for a discussion of the risks associated with investments in these companies.

Small and Medium Size Company Risk

Companies that are small or unseasoned (i.e., less than three years of operating history) are more likely than larger or established companies to fail or not to accomplish their goals. As a result, the value of their securities could decline significantly. These companies are less likely to survive since they are often dependent upon a small number of products and may have limited financial resources and a small management group. Small or unseasoned companies often have a greater degree of change in earnings and business prospects than larger or established companies, resulting in more volatility in the price of their securities. The securities of small or unseasoned companies may have limited marketability. This factor could cause the value of a Fund’s investments to decrease if it needs to sell such securities when there are few interested buyers. Small or unseasoned companies usually have fewer outstanding shares than larger or established companies. Therefore, it may be more difficult to buy or sell large amounts of these shares without unfavorably impacting the price of the security. There may be less publicly available information about small or unseasoned companies. Therefore, when making a decision to purchase a security for a Fund, the Advisor may not be aware of problems associated with the company issuing the security. Investments in the securities of medium sized companies present risks similar to those associated with small or unseasoned companies although to a lesser degree due to the larger size of the companies.

FOREIGN SECURITIES RISK

General Risk

Compared with investing in the United States, investing in foreign markets involves a greater degree and variety of risk. Investors in international or foreign markets may face delayed settlements, currency controls and adverse economic developments as well as higher overall transaction costs. Foreign governments may expropriate assets, impose capital or currency controls, impose punitive taxes, impose limits on ownership or nationalize a company or industry. Any of these actions could have a severe effect on security prices and impair a Fund’s ability to bring its capital or income back to the U.S. The value of foreign securities may be affected by incomplete, less frequent or inaccurate financial information about their issuers, social upheavals or political actions ranging from tax code changes to governmental collapse. Foreign companies may also receive less coverage than U.S. companies by market analysts and the financial press. In addition, foreign countries may lack uniform accounting, auditing and financial reporting standards or regulatory requirements comparable to those applicable to U.S. companies.

The securities of some foreign companies are less liquid and at times more volatile than securities of comparable U.S. companies. Foreign brokerage commissions and other fees are also generally higher than in the United States.

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In addition, with respect to certain foreign countries, there is a possibility of nationalization or expropriation of assets, confiscatory taxation, political or financial instability and diplomatic developments which could affect the value of investments in those countries. In certain countries, legal remedies available to investors may be more limited than those available with respect to investments in the United States or other countries. The laws of some foreign countries may limit a Fund’s ability to invest in securities of certain issuers located in those countries. Special tax considerations apply to foreign securities.

These risks are greater in emerging markets.

ADRs and Domestically Traded Foreign Securities Risk

Because the Funds may invest in ADRs and other domestically traded securities of foreign companies, the Funds’ share price s may be more affected by foreign economic and political conditions, taxation policies and accounting and auditing standards than would otherwise be the case.

Currency Risk

Exchange rates for currencies fluctuate daily. Fluctuations in the U.S. dollar’s value versus other currencies may erode or reverse gains from investments denominated in foreign currencies or widen losses. The combination of currency risk and market risk tends to make securities traded in foreign markets more volatile than securities traded exclusively in the United States. Foreign securities are normally denominated and traded in foreign currencies. As a result, the value of a Fund’s foreign investments and the value of its Shares may be affected favorably or unfavorably by changes in currency exchange rates relative to the U.S. dollar. The combination of currency risk and market risks tends to make securities traded in foreign markets more volatile than securities traded exclusively in the United States. Exchange rate fluctuations also may impair an issuer’s ability to repay U.S. dollar denominated debt, thereby increasing credit risk of such debt.

Foreign Custodial Services and Related Investment Costs Risk

Foreign custodial services and other costs relating to investment in international securities markets are generally more expensive than in the United States. Foreign markets have settlement and clearance procedures that differ from those in the United States. Foreign settlement procedures and trade regulations also may involve certain risks such as delays in payment or delivery of securities or in the recovery of a Fund’s assets held abroad. In certain markets, particularly emerging markets, there have been times when settlements have been unable to keep pace with the volume of securities transactions, making it difficult to conduct such transactions. Inability of a Fund to make intended securities purchases due to settlement problems could cause a Fund to miss attractive investment opportunities. Inability to dispose of a portfolio security caused by settlement problems could result in losses to a Fund due to a subsequent decline in value of the portfolio security. In addition, security settlement and clearance procedures in some emerging market countries may not fully protect a Fund against loss or theft of its assets.

Additional Emerging Markets Risk

Investing in emerging market securities involves risks which are in addition to the usual risks inherent in foreign investments. Some emerging markets countries may have fixed or managed currencies that are not free-floating against the U.S. dollar. Further, certain currencies may not be traded internationally. Certain of these currencies have experienced a steady devaluation relative to the U.S. dollar. Any devaluation in the currencies in which the Fund’s securities are denominated may have a detrimental impact on the Fund.

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Some countries with emerging securities markets have experienced substantial, and in some periods, extremely high, rates of inflation for many years. Inflation and rapid fluctuation in inflation rates have had and may continue to have negative effects on the economies and securities markets of certain countries. Moreover, the economies of some countries may differ favorably or unfavorably from the U.S. economy in such respects as rate of growth of gross domestic product, the rate of inflation, capital reinvestment, resource self-sufficiency, number and depth of industries forming the economy’s base, governmental controls and investment restrictions that are subject to political change and balance of payments position. Further, there may be greater difficulties or restrictions with respect to investments made in emerging markets countries.

Emerging markets typically have substantially less volume than U.S. markets. In addition, securities in many such markets are less liquid, and their prices often are more volatile, than securities of comparable U.S. companies. Such markets often have different clearance and settlement procedures for securities transactions, and in some markets there have been times when settlements have been unable to keep pace with the volume of transactions, making it difficult to conduct transactions. Delays in settlement could result in temporary periods when assets may be uninvested. Settlement problems in emerging markets countries also could cause the Fund to miss attractive investment opportunities. Satisfactory custodial services may not be available in some emerging markets countries, which may result in the Fund incurring additional costs and delays in the transportation and custody of such securities.

FIXED INCOME SECURITIES RISK

Credit Risk

Credit risk is the possibility that an issuer may default on a security by failing to pay interest or principal when due. If an issuer defaults, the Funds will lose money.

Many fixed income securities receive credit ratings from services such as S&P and Moody’s. These services assign ratings to securities by assessing the likelihood of issuer default. Lower credit ratings correspond to higher credit risk. If a security has not received a rating, the Funds must rely entirely upon the Advisor’s credit assessment.

Fixed income securities generally compensate for greater credit risk by paying interest at a higher rate. The difference between the yield of a security and the yield of a similar security with a comparable maturity (the spread) measures the additional interest paid for risk. Spreads may increase generally in response to adverse economic or market conditions. A security’s spread may also increase if the security’s rating is lowered, or the security is perceived to have an increased credit risk. An increase in the spread will cause the price of the security to decline.

Counterparty and Credit Risk

The value of the Fund’s investments may be adversely affected if a security’s credit rating is downgraded; an issuer of an investment held by the Fund fails to pay an obligation on a timely basis, otherwise defaults or is perceived by other investors to be less creditworthy; or a counterparty to a derivatives or other transaction with the Fund files for bankruptcy, becomes insolvent, or otherwise becomes unable or unwilling to honor its obligation to the Fund.

Interest Rate Risk

Prices of fixed income securities rise and fall in response to changes in the interest rate paid by similar securities. Generally, when interest rates rise, prices of fixed income securities fall. However, market factors, such as the demand for particular fixed income securities, may cause the price of certain fixed income securities to fall while the prices of other securities rise or remain unchanged. Interest rate changes have a greater effect on the price of fixed income securities with longer durations. Duration measures the price sensitivity of a fixed income security to changes in interest rates.

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DERIVATIVE CONTRACTS RISK

General Risk

The use of derivative contracts involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. First, changes in the value of the derivative contracts in which a Fund invests may not be correlated with changes in the value of the underlying asset or if they are correlated, may move in the opposite direction than originally anticipated. Second, while some strategies involving derivatives may reduce the risk of loss, they may also reduce potential gains or, in some cases, result in losses by offsetting favorable price movements in portfolio holdings. Third, there is a risk that derivative contracts may be mispriced or improperly valued and, as a result, a Fund may need to make increased cash payments to the counterparty. Fourth, derivative contracts may cause a Fund to realize increased ordinary income or short-term capital gains (which are treated as ordinary income for Federal income tax purposes) and, as a result, may increase taxable distributions to shareholders. Fifth, a common provision in OTC derivative contracts permits the counterparty to terminate any such contract between it and a Fund, if the value of a Fund’s total net assets declines below a specified level over a given time period. Factors that may contribute to such a decline (which usually must be substantial) include significant shareholder redemptions and/or a marked decrease in the market value of a Fund’s investments. Any such termination of the Fund’s OTC derivative contracts may adversely affect a Fund (for example, by increasing losses and/or costs, and/or preventing a Fund from fully implementing its investment strategies). Finally, derivative contracts may also involve other risks described in this SAI, such as stock market, interest rate, credit, currency, liquidity and leverage risks.

A Fund’s investments in derivatives can significantly increase the Fund’s exposure to market risk or credit risk of the counterparty.

When a derivative or other instrument is used as a hedge against an offsetting position that a Fund also holds, any loss generated by that derivative or other instrument will be substantially offset by the gains on the hedged security, and vice versa. To the extent a Fund uses a derivative security or other instrument for purposes other than as a hedge, or, if the Fund hedges imperfectly, the Fund is directly exposed to the risks of that derivative or other instrument and any loss generated by that derivative or other instrument will not be offset by a gain.

Options Risk

When a Fund purchases an option, it runs the risk that it will lose its entire investment in the option in a relatively short period of time, unless the Fund exercises the option or enters into a closing sale transaction with respect to the option during the life of the option. If the price of the underlying security does not rise (in the case of a call) or fall (in the case of a put) to an extent sufficient to cover the option premium and transaction costs, a Fund will lose part or all of its investment in the option. This contrasts with an investment by a Fund in the underlying security, since the Fund will not lose any of its investment in such security if the price does not change.

The use of options also involves the risk of imperfect correlation between movements in option prices and movements in the value of underlying securities.

The effective use of options also depends on the Fund’s ability to terminate option positions at times when the Advisor deems it desirable to do so. Although the Fund will take an option position only if the Advisor believes there is a liquid secondary market for the option, there is no assurance that the Fund will be able to affect closing transaction at any particular time or at an acceptable price.

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A Fund generally expects that its options transactions will be conducted on recognized exchanges. In certain instances, however, the Fund may purchase and sell options in the OTC markets. The Fund’s ability to terminate options in the OTC market may be more limited than for exchange-traded options and may also involve the risk that securities dealers participating in such transactions would be unable to meet their obligations to the Fund. The Fund will, however, engage in OTC market transactions only when appropriate exchange-traded transactions are unavailable and when, in the opinion of the Advisor, the pricing mechanism and liquidity of the OTC market is satisfactory and the participants are responsible parties likely to meet their contractual obligations.

If a secondary trading market in options were to become unavailable, the Fund could no longer engage in closing transactions. Lack of investor interest might adversely affect the liquidity of the market for particular options or series of options. A market may discontinue trading of a particular option or options generally. In addition, a market could become temporarily unavailable if unusual events such as volume in excess of trading or clearing capability were to interrupt its normal operations.

A market may at times find it necessary to impose restrictions on particular types of options transactions, such as opening transactions. For example, if an underlying security ceases to meet qualifications imposed by the market or the Options Clearing Corporation, new series of options on that security will no longer be opened to replace expiring series, and opening transactions in existing series may be prohibited. If an options market were unavailable, the Fund as a holder of an option would be able to realize profits or limit losses only by exercising the option, and the Fund, as option writer, would remain obligated under the option until expiration.

Disruptions in the markets for the securities underlying options purchased or sold by the Fund could result in losses on the options. If trading is interrupted in an underlying security, the trading of options on that security is normally halted as well. As a result, the Fund as purchaser or writer of an option will be unable to close out its positions until options trading resumes, and it may be faced with considerable losses if trading in the security reopens at a substantially different price. In addition, the Options Clearing Corporation or other options markets may impose exercise restrictions. If a prohibition on exercise is imposed at the time when trading in the option has also been halted, the Fund as a purchaser or writer of an option will be locked into its position until one of the two restrictions has been lifted. If the Options Clearing Corporation were to determine that the available supply of an underlying security appears insufficient to permit delivery by the writers of all outstanding calls in the event of exercise, it may prohibit indefinitely the exercise of put options by holders who would be unable to deliver the underlying interest. The Fund, as holder of such a put option, could lose its entire investment if the prohibition remained in effect until the put option’s expiration and the Fund was unable either to acquire the underlying security or to sell the put option in the market.

Special risks are presented by internationally-traded options. Because of time differences between the United States and various foreign countries, and because different holidays are observed in different countries, foreign options markets may be open for trading during hours or on days when U.S. markets are closed. As a result, option premium may not reflect the current prices of the underlying interest in the United States.

An exchange-listed option may be closed out only on an exchange which provides a secondary market for an option of the same series. There is no assurance that a liquid secondary market on an exchange will exist for any particular option or at any particular time. If no secondary market were to exist, it would be impossible to enter into a closing transaction to close out an option position. As a result, a Fund may be forced to continue to hold, or to purchase at a fixed price, a security on which it has sold an option at a time when the Advisor believes it is inadvisable to do so.

Higher than anticipated trading activity or order flow or other unforeseen events might cause the Options Clearing Corporation or an exchange to institute special trading procedures or restrictions that might restrict the Fund’s use of options. The exchanges have established limitations on the maximum number of calls and puts of each class that may be held or written by an investor or group of investors acting in concert. It is possible that the Trust and other clients of the Advisor may be considered such a group. These position limits may restrict the Trust’s ability to purchase or sell options on particular securities. Options which are not traded on national securities exchanges may be closed out only with the other party to the option transaction. For that

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reason, it may be more difficult to close out unlisted options than listed options. Furthermore, unlisted options are not subject to the protection afforded purchasers of listed options by the Options Clearing Corporation.

Futures Risk

Liquidity Risk. Positions in futures contracts may be closed out only on an exchange or board of trade which provides a secondary market for such futures. Although the Trust intends to purchase or sell futures only on exchanges or boards of trade where there appears to be an active secondary market, there is no assurance that a liquid secondary market on an exchange or board of trade will exist for any particular contract or at any particular time. If there is not a liquid secondary market at a particular time, it may not be possible to close a futures po sition at such time and, in the event of adverse price movements, a Fund would continue to be required to make daily cash payments of variation margin. However, in the event financial futures are used to hedge portfolio securities, such securities will not generally be sold until the financial futures can be terminated. In such circumstances, an increase in the price of the portfolio securities, if any, may partially or completely offset losses on the financial futures.

In addition to the risks that apply to all options transactions, there are several special risks relating to options on futures contracts. The ability to establish and close out positions in such options will be subject to the development and maintenance of a liquid secondary market. It is not certain that such a market will develop. Although a Fund generally will purchase only those options for which there appears to be an active secondary market, there is no assurance that a liquid secondary market on an exchange will exist for any particular option or at any particular time. In the event no such market exists for particular options, it might not be possible to effect closing transactions in such options, with the result that the Fund would have to exercise the options in order to realize any profit.

Hedging Risk. There are several risks in connection with the use by a Fund of futures contracts and related options as a hedging device. One risk arises because of the imperfect correlation between movements in the prices of the futures contracts and options and movements in the prices of securities which are the subject of the hedge. The Advisor will, however, attempt to reduce this risk by purchasing and selling, to the extent possible, futures contracts and related options on securities and indices the movements of which will, in its judgment, correlate closely with movements in the prices of the portfolio securities sought to be hedged.

Successful use of futures contracts and options by a Fund for hedging purposes is also subject to the Advisor’s ability to predict correctly movements in the direction of the market. It is possible that, where a Fund has purchased puts on futures contracts to hedge its portfolio against a decline in the market, the securities or index on which the puts are purchased may increase in value and the value of securities held in the portfolio may decline. If this occurred, the Fund would lose money on the puts and also experience a decline in value in its portfolio securities. In addition, the prices of futures, for a number of reasons, may not correlate perfectly with movements in the underlying securities or index due to certain market distortions. First, all participants in the futures market are subject to margin deposit requirements. Such requirements may cause investors to close futures contracts through offsetting transactions which could distort the normal relationship between the underlying security or index and futures markets. Second, the margin requirements in the futures markets are less onerous than margin requirements in the securities markets in general, and as a result the futures markets may attract more speculators than the securities markets do. Increased participation by speculators in the futures markets may also cause temporary price distortions. Due to the possibility of price distortion, even a correct forecast of general market trends by the Advisor may still not result in a successful hedging transaction over a very short time period.

Other Risk. Funds will incur brokerage fees in connection with their futures and options transactions. In addition, while futures contracts and options on futures will be purchased and sold to reduce certain risks, those transactions themselves entail certain other risks. Thus, while a Fund may benefit from the use of futures and related options, unanticipated changes in interest rates or stock price movements may result in a poorer overall performance for the Fund than if it had not entered into any futures contracts or options transactions. Moreover, in the event of an imperfect correlation between the futures position and the portfolio position which is intended to be protected, the desired protection may not be obtained and the Fund may be exposed to risk of loss.

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Forward Foreign Currency and Foreign Currency Futures Contracts Risk

Among the risks of using foreign currency futures contracts is the fact that positions in these contracts (and any related options) may be closed out only on an exchange or board of trade which provides a secondary market. Although it is intended that a Fund using foreign currency futures contracts and related options will only purchase or sell them on exchanges or boards of trade where there appears to be an active secondary market, there is no assurance that a secondary market on an exchange or board of trade will exist for any particular contract or option or at any particular time. In such event, it may not be possible to close a futures or related option position and, in the event of adverse price movements, a Fund would continue to be required to make daily cash payments of variation margin on its futures positions.

In addition, it is impossible to forecast with precision the market value of a security at the expiration or maturity of a forward or futures contract. Accordingly, it may be necessary to purchase additional foreign currency on the spot market (and bear the expense of such purchase) if the market value of the security being hedged is less than the amount of foreign currency a Fund is obligated to deliver and if a decision is made to sell the security and make delivery of the foreign currency. Conversely, it may be necessary to sell on the spot market some of the foreign currency received upon the sale of the hedged portfolio security if the market value of such security exceeds the amount of foreign currency a Fund is obligated to deliver.

OTHER TRANSACTIONS/INVESTMENT RISKS

Global Intervention and Extreme Volatility Risk

Events in the financial sector have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. These events have included, but are not limited to, the U.S. Government’s placement of Fannie Mae and Freddie Mac under conservatorship, the bankruptcy filing of Lehman Brothers, the sale of Merrill Lynch to Bank of America, the U.S. Government support of American International Group and Citigroup, the sale of Wachovia to Wells Fargo, reports of credit and liquidity issues involving certain money market mutual funds, and emergency measures by the U.S. and foreign governments banning short-selling. Both domestic and foreign equity markets have experienced increased volatility, with issuers that have exposure to the real estate, mortgage and credit markets particularly affected, and it is uncertain whether or for how long these conditions will continue.

In addition to the recent unprecedented volatility in financial markets, the reduced liquidity in credit and fixed-income markets may adversely affect many issuers worldwide. This reduced liquidity may result in less money being available to purchase raw materials, goods and services from emerging markets, which may, in turn, bring down the prices of these economic staples. It may also result in emerging market issuers having more difficulty obtaining financing, which may, in turn, cause a decline in their stock prices. These events and possible continuing market volatility may have an adverse effect on the Funds. The Funds’ investment strategies may be significantly affected in the event of government interventions due to this extreme volatility.

Leverage Risk

Leverage risk is created when an investment exposes a Fund to a level of risk that exceeds the amount invested. Changes in the value of such an investment magnify a Fund’s risk of loss and potential for gain.

Some transactions may give rise to a form of leverage. These transactions may include, among others, derivatives and reverse repurchase agreements , and may expose a Fund to greater risk and increase its costs. When transactions create leverage, adverse changes in the value or level of the underlying asset, reference rate or index can result in a loss substantially greater than the amount invested in the derivatives or other instruments themselves. Certain transactions have the potential for unlimited loss, regardless of the size of the initial investments. Increases and decreases in the value of the securities held by the Fund and therefore in the Fund’s net asset value will be magnified when the Fund uses leverage because leverage tends to increase the Fund’s exposure to market risk, interest rate risk or other risks by, in effect, increasing assets available for investment.

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To mitigate leverage risk, the Advisor will segregate liquid assets on the books of a Fund or otherwise cover the transactions. The use of leverage may cause a Fund to liquidate Fund positions when it may not be advantageous to do so to satisfy its obligations or to meet segregation requirements. A Fund will also have to pay interest on its borrowing, reducing the Fund’s return. This interest expense may be greater than the Fund’s return on the underlying investment.

INVESTMENT RESTRICTIONS

FUNDAMENTAL INVESTMENT RESTRICTIONS

The following investment restrictions are fundamental and may not be changed without a vote of a majority of the outstanding Shares of a Fund. The investment restrictions pertain to each Fund unless otherwise noted. Each Fund

(1)

May not concentrate investments in a particular industry or group of industries as concentration is defined under the 1940 Act, the rules or regulations thereunder, as such statute, rules or regulations may be amended from time to time, or any applicable exemptive relief.

(2)

May issue senior securities to the extent permitted by the 1940 Act, the rules or regulations thereunder, as such statute, rules or regulations may be amended from time to time, or any applicable exemptive relief.

(3)

May lend or borrow money to the extent permitted by the 1940 Act, the rules or regulations thereunder, as such statute, rules or regulations may be amended from time to time, or any applicable exemptive relief.

(4)

May purchase or sell commodities, commodities contracts, futures contracts, or real estate to the extent permitted by the 1940 Act, the rules or regulations thereunder, as such statute, rules or regulations may be amended from time to time, or any applicable exemptive relief.

(5)

May underwrite securities to the extent permitted by the 1940 Act, or the rules or regulations thereunder, as such statute, rules or regulations may be amended from time to time, or any applicable exemptive relief.

(6)

May pledge, mortgage or hypothecate any of its assets to the extent permitted by the 1940 Act, or the rules or regulations thereunder, as such statute, rules or regulations may be amended from time to time, or any applicable exemptive relief.

(7)

May purchase securities of any issuer only when consistent with the maintenance of its status as a diversified company under the 1940 Act, the rules or regulations thereunder, as such statute, rules or regulations may be amended from time to time, or any applicable exemptive relief.

Under the 1940 Act, and the rules, regulations and interpretations thereunder, a “diversified company , ” as to 75% of its total assets, may not purchase securities of any issuer (other than obligations of, or guaranteed by, the U.S. Government, its agencies or its instrumentalities and securities of other investment companies) if, as a result, more than 5% of the value of its total assets would be invested in the securities of such issuer or more than 10% of the issuer’s voting securities would be held by the fund. The 1940 Act limits the ability of investment companies to lend money and to underwrite securities. The 1940 Act currently prohibits an open-end fund from issuing senior securities, as defined in the 1940 Act, except under very limited circumstances.

Additionally, the 1940 Act limits a Fund’s ability to borrow money prohibiting the Fund from issuing senior securities, except a Fund may borrow from any bank provided that immediately after any such borrowing there is an asset coverage of at least 300% for all borrowings by a Fund and provided further, that in the event that such asset coverage shall at any time fall below 300%, the Fund shall, within three days thereafter or such

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longer period as the SEC may prescribe by rules and regulations, reduce the amount of its borrowings to such an extent that the asset coverage of such borrowing shall be at least 300%.

The fundamental limitations of the Funds have been adopted to avoid wherever possible the necessity of shareholder meetings otherwise required by the 1940 Act. This recognizes the need to react quickly to changes in the law or new investment opportunities in the securities markets and the cost and time involved in obtaining shareholder approvals for diversely held investment companies. However, certain Funds also have adopted non-fundamental limitations, set forth below, which in some instances may be more restrictive than their fundamental limitations. Any changes in a Fund’s non-fundamental limitations will be communicated to the Fund’s shareholders prior to effectiveness.

NON-FUNDAMENTAL INVESTMENT RESTRICTIONS

The Funds may follow non-fundamental operational policies that are more restrictive than their fundamental investment limitations, as set forth in the Prospectuses and this SAI, in order to comply with applicable laws and regulations, including the provisions of and regulations under the 1940 Act. The Funds may change these operational policies to reflect changes in the laws and regulations without the approval of its shareholders.

(1)

The Funds will not invest more than 15% of net assets in illiquid investments.

( 2 )

The Funds will not invest in companies for the purpose of exercising control.

( 3 )

The Funds will not pledge, mortgage or hypothecate assets, except to secure temporary borrowings permitted by the Fund’s fundamental limitation, in aggregate amounts not to exceed 15% of total assets taken at current value at the time of the incidence of such loan, except as permitted with respect to securities lending.

( 4 )

The Funds will not purchase or sell real estate, real estate limited partnership interest, commodities or commodities contracts (except that the Funds may invest in futures contracts and options on futures contracts, as disclosed in the Prospectus or SAI) and interest in a pool of securities that are secured by interests in real estate. However, subject to its permitted investments, the Funds may invest in companies which invest in real estate, commodities or commodities contracts.

(6)

The Funds will not make short sales of securities, maintain a short position or purchase securities on margin, except that the Funds may obtain short-term credits as necessary for the clearance of security transactions.

(7)

The Funds will not invest in any other investment company or company relying on Section 3(c)(1) or 3(c)(7) of the 1940 Act in excess of the limitations contained in Section 12(d)(1)(A) of the 1940 Act, except to the extent permitted by exemptive relief from the SEC permitting the Fund s to purchase shares of other investment companies for short-term cash management purposes.

MANAGEMENT

BOARD OF TRUSTEES

Oversight of Management and Operations; Risk Management

The Board is responsible for overseeing the management and operations of the Trust. The Board consists of f our Independent Trustees and two Interested Trustees. The Chairperson of the Trust, David Schoedinger, is an Independent Trustee.

An integral part of the Board’s overall responsibility for overseeing the management and operations of the Trust is the Board’s oversight of the risk management of the Trust’s investment programs and business affairs. The Funds are subject to a number of risks, such as investment risk, valuation risk, risk of operational failure or lack of business continuity, and legal, compliance and regulatory risk. The Funds, the Advisor, and other service providers to the Trust have implemented various processes, procedures and controls to identify risks to the Funds, to lessen the probability of their occurrence and to mitigate any adverse effect should they occur. Different processes, procedures and controls are employed with respect to different types of risks.

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The Board exercises oversight of the risk management process through the Audit Committee and the Compliance Committee, and through oversight by the Board itself (See “Committee s of the Board of Trustees”- below). The Board holds four regular meetings each year to consider and address matters involving the Funds. The Board also may hold special meetings to address matters arising between regular meetings. In addition, the Independent Trustees regularly meet outside the presence of management and are advised by independent legal counsel. These meetings may take place in-person or by telephone.

The Board requires management of the Advisor and the Trust, including the Trust’s Chief Compliance Officer (“CCO”), to report to the Board and the Committees of the Board on a variety of matters, including matters relating to risk management, at regular and special meetings. The Board and the Audit Committee receive regular reports from the Trust’s independent public accountants on internal control and financial reporting matters. On at least a quarterly basis, the Independent Trustees meet with the Trust’s CCO, including outside the presence of management, to discuss issues related to compliance. Furthermore, the Board receives a quarterly report from the Trust’s CCO regarding the operation of the compliance policies and procedures of the

Trust and its primary service providers. The Board also receives quarterly reports from the Advisor on the investments and securities trading of the Funds, including their investment performance and asset weightings compared to appropriate benchmarks, as well as reports regarding the valuation of the Funds’ securities. The Board also receives reports from the Trust’s primary service providers regarding their operations as they relate to the Funds.

Periodic Review of Leadership Structure of Board

The Board evaluates, at least annually, the performance of the Board and its committees. This evaluation includes a consideration of the effectiveness of the Board’s committee structure and the number of investment company boards on which each Trustee serves. The Board believes that its leadership structure, including having a majority of Independent Trustees, coupled with an Independent Chairperson, is appropriate and in the best interests of the Trust, given its specific characteristics. The Board also believes its leadership structure facilitates the orderly and efficient flow of information to the Independent Trustees from Trust management.

When considering potential nominees to fill vacancies on the Board, and as part of its annual self-evaluation, the Board reviews the mix of skills and other relevant experiences of the Trustees.

TRUSTEES AND OFFICERS

The following tables give information about Independent Trustees, Interested Trustees and the senior officers of the Trust. Each Trustee oversees all portfolios of the Trust and serves for an indefinite term (subject to mandatory retirement provisions). Information about each Trustee and executive officer is provided below and includes each person’s name, address, age (as of the date of this SAI), present position(s) held with the Trust, principal occupations for the past five years and, in the case of the Trust, the total compensation received as a Trustee for the most recent fiscal year. Unless otherwise noted, the business address of each person listed below is c/o Huntington Strategy Shares, 2960 North Meridian Street, Suite 300, Indianapolis, IN 46208 . Unless otherwise noted, each officer is elected annually by the Board. Each Trustee and executive officer (except Ms. Klenk) also serves in the same capacity for The Huntington Funds, another open-end investment company whose series are managed by the Advisor. Collectively, Huntington Strategy Shares and The Huntington Funds comprise the “Huntington Complex” which is comprised of 2 6 separate series.

As of _______, 2011, the Trustees and officers as a group owned less than 1% of the shares of the Trust.

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Interested Trustees Background and Compensation

Name

Age

Positions Held with Trust

Date Service Began

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

Total Compensation From Trust

(past fiscal year)¹

B. Randolph Bateman*

Age: 6 1

TRUSTEE

Began Serving: September 2010

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

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

$0

Thomas J. Westerfield†

Age: 5 5

TRUSTEE

Began Serving: November 2010

Principal Occupation: Of Counsel, Dinsmore & Shohl LLP (law firm) (August 2005 to present).

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

$0

*B. Randolph Bateman has been deemed an Interested Trustee due to the positions he holds with the Huntington National Bank and its affiliates.

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

____________

1 As of the date of this SAI, no Fund had commenced operations. Beginning in 2011, total compensation to be paid each Trustee not affiliated with the Advisor during a standard fiscal year of 12 months will be $2,000.00, plus reimbursement for reasonable travel and related expenses incurred in attending meetings of the Board and its committees.

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Independent Trustees Background and Compensation

Name
Age
Positions Held with Trust
Date Service Began

Principal Occupations During Past Five Years, Previous Position(s) and Other Directorships Held

Total Compensation
From Trust (past fiscal year)

David S. Schoedinger
Age: 6 8 CHAIRMAN OF THE BOARD AND TRUSTEE
Began Serving: November 2010

Principal Occupation: Chairman of the Board and Funeral Director, Schoedinger Funeral Service (1965 to present); CEO, Schoedinger Financial Services, Inc. (1987 to present).

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

  $0

Tadd C. Seitz

Age: 6 9

TRUSTEE

Began Serving: November 2010

Principal Occupation: Retired.

Previous Positions: Interim Chief Executive Officer (February 1996 to July 1996); Chairman and Chief Executive Officer, The Scotts Company (lawn and garden products company)(June 1983 to March 1995) .

  $0

Mark D. Shary

Age: 50

TRUSTEE

Began Serving: November 2010

Principal Occupations: Private investor (2007 to present).

Previous Position: Chief Executive Officer and President, BestTransport.com, Inc. (transportation company) (2003 to 2007); President, Bostech Corporation (technology company) (2000 to 2002) .

  $0

William H. Zimmer, III

Age: 5 7

TRUSTEE

Began Serving: November 2010

Principal Occupation: Independent Consultant (February 2009 to present).

Previous Positions: Assistant Treasurer, Dana Holding Corp. (manufacturing company) (September 2006 to February 2009); Vice President and Manager, Global Treasury Management, National City Bank (January 2004 to March 2006); Vice President, Treasury Management Operations, Provident Bank (June 2003 to January 2004); Financial Consultant (April 2001 to June 2003).

  $0

Officer Background and Compensation*

Name
Age
Address
Positions Held with Trust

Principal Occupation(s) and Previous Positions

B. Randolph Bateman

Age: 6 1

41 South High Street

Columbus, OH

PRESIDENT

Began Serving: November 2010

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

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

R. Jeffrey Young

Age: 4 6

2960 North Meridan Street, Suite 300

Indianapolis, IN 46208
CHIEF EXECUTIVE OFFICER

Began Serving: November 2010

Principal Occupations: Senior Vice President, Unified (January 2010 to

present).

Previous Positions: Managing Director, Chief Operating Officer,

WealthStone , Inc. (investment adviso r) (2007 to 2009); Senior Vice President, Operations, BISYS

Fund Services (2006 to 2007); Senior Vice President/Vice President, Client

Services, BISYS Fund Services (1994 to 2006).

David R. Carson
Age: 5 2

CHIEF COMPLIANCE OFFICER and

ANTI-MONEY LAUNDERING OFFICER

3805 Edwards Road

Suite 3 50

Cincinnati, OH

Began Serving: November 2010

Principal Occupations: Chief Compliance Officer and Anti-Money Laundering Officer of The Huntington Funds (mutual fund) (September 2005 to present).

Previous Positions: Treasurer and Assistant Treasurer of The Huntington Funds (mutual fund), Huntington Asset Advisors, Inc. (February 2002 to February 2005); Vice President and Private Financial Capital Group Marketing Manager, Huntington National Bank (June 2001 to September 2005); Trust Officer, Firstar Bank (October 1982 to February 2001).

Robert Silva
Age: 44

2960 North Meridan Street, Suite 300

Indianapolis, IN 46208

TREASURER

Began Serving: September 2010

Principal Occupation: Vice President, Fund Administration, Huntington Asset Services, Inc. ( November 2010 to present) .

Previous Positions: Senior Vice President, Citi Fund Services Ohio, Inc., (September 2007 to September 2010); Assistant Vice President, Citizens Advisers, Inc. (May 2002 to August 2007).

Leslie Klenk
Age: 4 7

Bernstein Shur

100 Middle Street

Portland, ME 04104

SECRETARY

Began Serving: November 2010

Principal Occupation: Of Counsel, Bernstein Shur (law firm) (July 2009 to present).

Previous Position: Director, Foreside Compliance Services (November 2006 to June 2009); Senior Vice President/Counsel, Citigroup Global Transaction Services (April 1998 to October 2006).

*Officers do not receive any compensation from the Trust, except that David R. Carson will receive annual compensation from the Trust for serving as the Trust’ s Chief Compliance Office, of $2,000.00 beginning in 2011.

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COMMITTEES OF THE BOARD OF TRUSTEES

The Board has four standing committees: Audit Committee, Compliance Committee, Nominating Committee, and Special Proxy Voting Committee. The Audit Committee and Nominating Committee are chaired by Independent Trustees.

Through the Audit, Compliance, Nominating, and Special Proxy Voting Committees, the Trustees consider and address important matters involving the Trust, including those presenting conflicts or potential conflicts of interest for Trust management.

Board Committee

Committee
Members

Committee Functions

Meetings Held
During Last
Fiscal Year⁽¹⁾

Audit

David S. Schoedinger
Tadd C. Seitz

Mark D. Shary (Chairman)

William H. Zimmer, III

The purposes of the Audit Committee are to oversee the Trust’s accounting and financial reporting policies and practices; to oversee the quality and objectivity of the Trust’s financial statements and the independent audit thereof; to consider the selection of independent public accountants for the Trust and the scope of the audit; and to act as a liaison between the Trust’s independent auditors and the full Board. The Audit Committee is also responsible for receiving, reviewing and investigating reports regarding material violations of the Trust or material violations committed by any officer, director or agent thereof.

none

Compliance

Thomas J. Westerfield (Chairman)

David S. Schoedinger

Tadd C. Seitz

Mark D. Shary

William H. Zimmer, III

The purpose of the Compliance Committee is to oversee the Trust’s compliance with the legal and regulatory requirements of the Trust’s operations including compliance with securities laws and regulations.

none

Nominating

David S. Schoedinger
Tadd C. Seitz

Mark D. Shary

William H. Zimmer, III

(Chairman)

The purpose of the Nominating Committee is to nominate a person or persons to serve as a member of the Board of Trustees. The Nominating Committee will consider nominees recommended by Shareholders. The Nominating Committee shall be comprised of all Independent Trustees. Recommendations should be submitted to the Nominating Committee in care of Huntington Strategy Shares.

none

Special Proxy Voting

David S. Schoedinger

Tadd C. Seitz

Mark D. Shary

William H. Zimmer, III

The purpose of the Special Proxy Voting Committee is to consider and determine how to vote on behalf of the Trust with respect to specific votes referred by the Trust’s Advisor.

none

⁽¹⁾As of the date of this SAI, no Fund had commenced operations.

TRUSTEE OWNERSHIP OF FUND SHARES

As of December 31, 2010, each Trustee beneficially owned equity securities of: (1) each Fund; and (2) on an aggregate basis, other registered investment companies overseen by the Trustee and within the same family of investment companies as follows:

Name of Trustee

Dollar Range of Equity Securities in the Fund⁽¹⁾

Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Trustee in Family of Investment Companies⁽²⁾

B. Randolph Bateman

$0

None

David S. Schoedinger

$0

Over $100,000

Tadd C. Seitz

$0

$50,001 - $100,000

Mark D. Shary

$0

$10,001 - $50,000

Thomas J. Westerfield

$0

$1 - $10,000

William H. Zimmer, III

$0

None

As of December 31, 2010, no Fund had commence d operations.

The Trust and The Huntington Funds comprise the Trust’s family of investment companies.

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QUALIFICATIONS AND EXPERIENCE OF THE TRUSTEES

The following provides an overview of the considerations that led the initial Trustee of the Trust to conclude that each individual serving as a Trustee of the Trust should so serve. Generally, no one factor was decisive in the original selection of an individual to join the Board. Among the factors the Board considered when concluding that an individual should serve on the Board were the following: (1) the individual’s business and professional experience and accomplishments; (2) the individual’s prior experience, serving on the boards of public companies, including service as a Trustee for The Huntington Funds, an affiliate of the Trust, and other complex enterprises and organizations; (3) the individual’s ability to work effectively with the other members of the Board as evidenced by his service as a Trustee for The Huntington Funds; and (4) how the individual’s skills, experience and attributes would contribute to an appropriate mix of relevant skills and experience on the Board.

In respect of each current Trustee, the individual’s substantial professional accomplishments and prior experience, including, in some cases, in fields related to the operations of the Trust, were a significant factor in the determination that the individual should serve as a Trustee of the Trust.

In addition to the information set forth in the table above and each individual’s experience as a Trustee for The Huntington Funds, the following sets forth additional information about the qualifications and experience of each of the Trustees that lead to the conclusion that each Trustee should serve as Trustee of the Trust.

B. Randolph Bateman

Mr. Bateman’s experience includes over twenty years in the banking and financial services industries. Mr. Bateman currently serves as the president of The Huntington Funds and as president and chief investment officer of Huntington Asset Advisors, Inc., the investment advis o r to The Huntington Funds and the proposed investment advis o r to the Trust. These roles provide him with a comprehensive understanding of investment company operations and investments.

David S. Schoedinger

Mr. Schoedinger’s experience as the chairman and chief executive officer of a private company and president of an insurance agency provides him with extensive knowledge of investment, operational, management and corporate governance issues. As chairman and chief executive officer of a private funeral services company, Mr. Schoedinger managed all of the investing for the company’s defined benefit plan until 2009. Mr. Schoedinger has also served on the boards of two private companies and as past president of several industry organizations. In addition, his twenty years as an independent Trustee of the Huntington Funds have given him an extensive understanding of investment company operations.

Tadd C. Seitz

Mr. Seitz’s experience includes over twenty-five years of corporate service as the chairman and chief executive officer of a public company, as well as extensive experience serving on the boards of a variety of business entities. Mr. Seitz’s board experience includes several public and private companies, including an insurance company and several nonprofit entities. This experience provides Mr. Seitz with extensive knowledge of management, financial, marketing, corporate governance and investment issues. In addition, his three years as an independent Trustee of the Huntington Funds have given him a strong understanding of investment company operations.

Mark D. Shary

Mr. Shary’s experience includes over twenty years of corporate executive and accounting experience, including service as the chief financial officer of a publicly traded company and the chief executive officer of two companies. Mr. Shary is a Certified Public Accountant and has served in the financial services and investment company-related practices of a global accounting firm. Mr. Shary has also served on the boards of public and private companies, as well as non-profit entities.

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This experience provides Mr. Shary with extensive knowledge of management, financial reporting and corporate governance issues. In addition, his three years as an independent Trustee of the Huntington Funds have given him a strong understanding of investment company operations.

Thomas J. Westerfield

Mr. Westerfield’s experience includes serving as a corporate lawyer advising on corporate and mutual fund issues since 1981. Mr. Westerfield has also served on the boards of private companies, including a real estate development company. His legal background and board experience provide him with extensive knowledge of regulatory, business, financial reporting and corporate governance issues. In addition, his nine years of service as a Trustee of the Huntington Funds have given him an extensive understanding of the Trust’s operations.

William H. Zimmer, III

Mr. Zimmer has over twenty years of corporate and financial industry experience, including service as a chief financial officer of a publicly traded company, assistant treasurer of a multinational corporation, secretary-treasurer of a large NYSE firm, and a manager of global treasury operations for a large bank. Mr. Zimmer also has experience serving on the boards of mutual funds and large companies. This experience provides him with an extensive knowledge of management, financial reporting, operational and corporate governance issues. In addition, his three years as an independent Trustee of the Huntington Funds have given him a strong understanding of the Trust’s operations.

SERVICE PROVIDERS

INVESTMENT ADVISORY SERVICES

Investment Advisor

Huntington Asset Advisors, Inc. has served as investment advisor to the Trust since its inception. The Advisor is a separate, wholly owned subsidiary of Huntington Bank. Because of the internal controls maintained by the Advisor to restrict the flow of non-public information, the Funds’ investments are typically made without any knowledge of the Advisor’s or its affiliates’ lending relationships with an issuer.

The Huntington National Bank is a direct, wholly-owned subsidiary of Huntington Bancshares Incorporated (“HBI”). With over $5 4 billion in assets as of December 31 , 2010, HBI is a Maryland corporation and major Midwest regional bank holding company. Through its subsidiaries and affiliates, HBI offers a full range of services to the public, including: commercial lending, depository services, cash management, brokerage services, retail banking, international services, mortgage banking, investment advisory services and trust services.

Under the investment advisory agreement between the Trust and the Advisor (“Investment Advisory Agreement”), the Advisor, at its expense, furnishes a continuous investment program for each Fund and makes investment decisions on their behalf, all subject to such policies as the Trustees may determine. Investment decisions are subject to the provisions of the Trust’s Declaration of Trust and By-laws, and the 1940 Act. In addition, the Advisor makes decisions consistent with each Fund’s investment objectives, policies, and restrictions as set forth in the Prospectus and SAI, and such policies and instructions as the Trustees may, from time to time, establish. Under the Investment Advisory Agreement, the Advisor may delegate to another investment advis o r the responsibility of investing each Fund’s assets subject to the supervision of the Advisor and the Board. The delegation of investment advisory services to another investment advisor does not relieve the Advisor from any duty or liability it would otherwise have under the Investment Advisory Agreement.

The Investment Advisory Agreement provides that the Advisor shall not be subject to any liability for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which the Investment Advisory Agreements relate, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith, gross negligence, or reckless disregard of its obligations and duties on the part of the Advisor.

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The Investment Advisory Agreement may be terminated without penalty with respect to any Fund at any time by the vote of the Trustees or by the shareholders of that Fund upon 60 days’ written notice, or by the Advisor on 90 days’ written notice. An Investment Advisory Agreement may be amended only by a vote of the shareholders of the affected Fund(s). The Investment Advisory Agreement also terminates without payment of any penalty in the event of its assignment.

The Investment Advisory Agreement provides for an initial term of two years. Thereafter, the Investment Advisory Agreement shall continue from year to year so long as such continuance is approved at least annually with respect to each Fund by the vote of either the Trustees or the shareholders of the Fund, and, in either case, by a vote of the majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval.

For investment advisory services rendered to each Fund , the Advisor receives a fee, which is calculated daily and paid quarterly in arrears at an annual rate of 0.60% of the Fund's average daily net assets.

While the Advisor may from time to time agree to voluntarily reduce its advisory fee, there can be no assurance that the Advisor will choose to make such an agreement. Any voluntary reductions in the Advisor’s advisory fee will lower the Fund’s expenses, and thus increase the Fund’s yield and total return, during the period such voluntary reductions are in effect.

To the extent that you have a separately managed account with the Advis o r and a portion of your assets in that account are invested in a Fund, the advisory fee applicable to that account will not be assessed on that portion of your account invested in the Fund.

ADDITIONAL INFORMATION REGARDING PORTFOLIO MANAGERS

Other Accounts Under Management

Unless otherwise noted, the following information about the Funds’ Portfolio Managers is provided as of [note: most recent practical date], 2011 and none of the other Accounts described below has an advisory fee that is based on the performance of the account.

Huntington US Equity Rotati o n Strategy ETF

Other Accounts Managed

By Paul Koscik

Total Number of Other Accounts Managed/

Total Assets

Registered Investment Companies

Other Pooled Investment Vehicles

Other Accounts

Huntington EcoLogical Strategy ETF

Other Accounts Managed

By Brian Salerno

Total Number of Other Accounts Managed/

Total Assets

Registered Investment Companies

Other Pooled Investment Vehicles

Other Accounts

Ownership of Fund Shares

No portfolio manager who retains investment decision making authority over a Fund’s management beneficially owns shares of that Fund.

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Compensation

Mr. Koscik and Mr. Salerno are each paid a fixed base salary and are eligible for several cash incentives, as described below. Base salary is determined within a market competitive salary range, based on the portfolio manager’s experience and performance, and is reviewed annually. The cash incentive is part of the 2011 Trust Incentive Plan (“TIP”). The TIP has several quarterly award components as follows:

Quarterly Award Components for Mr. Koscik:

The new business component is calculated based on a fixed percentage of revenue which is placed in a team pool and allocated to the participants using a pre-determined weighting.

The quarterly award is allocated based on two components that make up the final incentive pool. The first component is based on a maximum percentage of the Mr. Koscik’s quarterly base salary, and is based on the performance of the Huntington US Equity Rotation Strategy Fund compared to the Fund’s benchmark for the calendar quarter. In addition, the pool also includes an asset under management (“AUM”) component based on the increase in quarterly AUM growth.

Mr. Koscik is responsible for researching and making buy, hold and sell recommendations for individually-assigned industries. Based on the Advisor’s Chief Investment Officer’s and the Director of Research’s assessment, and at their discretion, the portfolio manager may be awarded an incentive of a certain percentage of his quarterly base salary by the Advisor’s Chief Investment Officer and the Director of Research by comparing the performance of a selected group of that portfolio manager’s recommended industry stocks to the relevant industry sector or peer group. Such industry sector or peer group is selected and changed by the Chief Investment Officer from time to time at his sole discretion.

Mr. Koscik is eligible for an annual award of stock options and/or restricted stock units on the Bank’s holding company stock, the amount of which is recommended by the portfolio manager’s manager and approved by the Chief Executive Officer and Compensation Committee of the holding company.

Quarterly Award Components for Mr. Salerno:

The new business component of the quarterly incentive is calculated based on a fixed percentage of revenue which is placed in a team pool and allocated to the participants using a pre-determined weighting.

The quarterly award is based on a maximum percentage of his quarterly base salary, and is determined on whether two pre-determined groups of criteria categories with equally assigned weights within his performance plan were met, which are as follows: 50% on the assigned Personal Trust market performance and 50% on the assigned Wealth Advisor’s market performance. The payout on any component can be increased by a maximum of 50% if he outperforms the plans by 10% or greater, but will be decreased by one-half increment and then by one-fourth to zero if he underperforms the goal. Once the final incentive pool is determined, 50% will be subject to review against established Investment Policy Committee guidelines.

A quarterly incentive under the Managed Asset Program (“MAPS”) which is a specific number of basis points on any new assets managed under their assigned specialty area in the MAPS program. Mr. Salerno’s specialty area is EcoLogical Investing.

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Mr. Salerno is responsible for researching and making buy, hold and sell recommendations for individually-assigned industries. Based on the Advisor’s Chief Investment Officer’s and the Director of Research’s assessment, and at their discretion, he may be awarded an incentive of a certain percentage of his quarterly base salary by the Advisor’s Chief Investment Officer and the Director of Research by comparing the performance of a selected group of his recommended industry stocks to the relevant industry sector or peer group. Such industry sector or peer group is selected and changed by the Chief Investment Officer from time to time at his sole discretion.

Conflicts of Interest

As a general matter, certain actual or apparent conflicts of interest may arise in connection with a portfolio manager’s management of a Fund’s investments, on the one hand, and the investments of other accounts for which the portfolio manager is responsible, on the other. For example, the management of multiple accounts may result in a portfolio manager devoting unequal time and attention to the management of each account. Although the Advisor does not track the time a portfolio manager spends on a single portfolio, it does periodically assess whether a portfolio manager has adequate time and resources to effectively manage all of the accounts for which he or she is responsible. Moreover, variances in advisory fees charged from account to account may create an incentive for portfolio managers to devote more attention to those accounts that pay high advisory fees. It is also possible that the various accounts managed could have different investment strategies that, at times, might conflict with one another. Alternatively, to the extent that the same investment opportunities might be desirable for more than one account, possible conflicts could arise in determining how to allocate them.

Other potential conflicts might include conflicts created by specific portfolio manager compensation arrangements, and conflicts relating to selection of brokers or dealers to execute Fund portfolio trades and/or specific uses of commissions from Fund portfolio trades (for example, research, or “soft dollars”).

T he Advisor has adopted and implemented policies and procedures, including brokerage and trade allocation policies and procedures, which it believes address the conflicts associated with managing multiple accounts for multiple clients. In addition, the Advisor monitors a variety of areas, including compliance with account investment guidelines and compliance with its applicable Code of Ethics. Finally, the Advisor has structured its portfolio managers’ compensation in a manner, and the Funds have adopted policies and procedures reasonably designed to safeguard a Fund from being negatively affected as a result of any such potential conflicts.

DISTRIBUTION SERVICES

Distributor

SEI Investments Distribution Co. is the principal underwriter and distributor of each Fund’s shares. The Distributor is not affiliated with the Adviso r, Citi, or their respective affiliates.

Shares will be continuously offered for sale by the Trust through the Distributor only in Creation Units, as described below under “Purchase and Redemption of Creation Units.” Each Creation Unit is comprised of 25,000 shares. Shares in less than Creation Units are not distributed by the Distributor. The Distributor also acts as agent for the Trust. The Distributor will deliver a Prospectus to persons purchasing Shares in Creation Units and will maintain records of both orders placed with it and confirmations of acceptance furnished by it. The Distributor is a broker-dealer registered under the 1934 Act and a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Distributor has no role in determining the investment policies of the Funds or which securities are to be purchased or sold by the Funds.

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Rule 12b-1 Plan

The Trust has adopted but has yet to implement a Rule 12b-1 Distribution Plan (the “Plan”). This Plan is designed to compensate or reimburse financial intermediaries (including the Distributor, the Advisor, and their affiliates) for activities principally intended to result in the sale of Fund shares such as advertising and marketing of shares (including printing and disseminating prospectuses and sales literature to prospective shareholders and financial intermediaries) and providing incentives to financial intermediaries to sell shares. The Plan is also designed to cover the cost of administrative services performed in conjunction with the sale of shares, including, but not limited to, shareholder services, recordkeeping services and educational services, as well as the costs of implementing and operating the Plan. In accordance with the Plan, the Distributor may enter into agreements with financial intermediaries and dealers relating to distribution and/or marketing services with respect to the Funds.

The Plan could benefit the Funds in a number of ways. For example, the Plan could help the Funds attract and retain assets, thus providing cash for orderly portfolio management and possibly helping to stabilize or reduce other operating expenses.

Under the Plan, a Fund may compensate a financial intermediary more or less than its actual marketing and administrative expenses. In no event will a Fund pay for any expenses of a financial intermediary that exceed the maximum Plan fee.

No distribution fees are currently charged to any Fund and there are no plans to impose these fees. To the extent that the Plan is implemented in the future, the Prospectus will be updated to reflect the implementation and the implementation will also be disclosed on the Funds’ website. The Board will pre-approve the implementation of the Plan.

FINANCIAL ADMINISTRATION , TRANSFER AGENCY AND FUND ACCOUNTING SERVICES

Pursuant to a Services Agreement with Citi Fund Services Ohio, Inc., Citi provides administration, transfer agency and fund accounting services to the Trust. As administrator, Citi performs certain services on behalf of the Trust including but not limited to: (1) preparing the Trust’s periodic financial reports on forms prescribed by the SEC and filing those reports with the SEC upon review and approval of the Trust and Trust counsel; ( 2 ) calculating Fund expenses and making required disbursements; ( 3 ) calculating Fund performance data; and ( 4 ) providing certain compliance support services. Citi has contracted with Huntington Asset Services, Inc. to serve as sub-administrator and maintain the corporate records of the Trust including the minute book, the Declaration of Trust and the By-Laws.

As fund accountant, Citi maintains certain financial records of the Trust and provides accounting services to each Fund which includes the daily calculation of each Fund’s NAV. Citi also performs certain other services on behalf of the Trust including providing financial information for the Trust’s federal and state tax returns and financial reports required to be filed with the SEC.

The agreement has an initial term of three years and thereafter will automatically renew for successive one year periods unless otherwise terminated consistent with its terms. The agreement may be terminated with or without cause by either party upon written notice provided at least 90 days prior to the end of the initial term or any subsequent annual term (which notice will cause the agreement to term at the end of the Initial Term or at the end of a subsequent annual term, as applicable). Generally, either party may also terminate the agreement with cause upon at least 30 days’ written notice if the other party has materially breached any of its obligations under the agreement and has failed to cure such breach prior to the end of the notice period. Finally, the agreement may also be terminated immediately by either party in the event that the other party is no longer permitted or able to provide the services subject to the agreement or is subject to the appointment of an examiner or receiver or liquidator or like event. The agreement provides that Citi shall not be liable to the Trust for any losses or damages other than those resulting from Citi’s willful default, fraud or gross negligence.

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OTHER SERVICE PROVIDERS

Administrator

Pursuant to a n Administration Agreement between the Trust and Huntington Asset Services, Inc., Huntington Asset Services, Inc. maintains the corporate records of the Trust including the minute book, the Declaration of Trust and the By-Laws and provides administrative support services in connection with updates to the Trust’s registration statement.

Custodian

Citibank, N.A serves as custodian for each Fund and safeguards and holds the Fund’s cash and securities, settles each Fund’s securities transactions and collects income on Fund investments.

Independent Public Accountant

____________________ serves as the Trust’s independent public accountant and is responsible for auditing each Fund’s annual financial statements.

Transfer Agent

Citi serves as the Trust’s transfer agent and dividend-paying agent.

Legal Counsel

Bernstein Shur is counsel to the Trust and will pass upon the legality of the Shares offered hereby.

Independent Trustee Counsel

Sullivan & Wo rcester, LLP is counsel to the Independent Trustees.

See Appendix 2 to this SAI for the address of each service provider.

SUPPLEMENTAL PAYMENTS TO FINANCIAL INTERMEDIARIES

Financial intermediaries that solicit or participate in the solicitation of orders for the purchase of Creation Units of a Fund may be paid fees out of the assets of the Distributor, the Advisor and their affiliates (but not out of Fund assets).

Financial intermediaries who solicit purchases of a Fund’s Creation Units may receive fees for providing distribution-related, recordkeeping or shareholder services such as sponsoring sales, providing sales literature, conducting training seminars for employees, and engineering sales-related computer software programs and systems. Also, these financial intermediaries may be paid cash or promotional incentives, such as reimbursement of certain expenses relating to attendance at informational meetings about the Funds or other special events at recreational-type facilities, or items of material value.

From time to time, the Distributor, the Advisor and their affiliates, at their expense, may provide additional compensation to financial intermediaries that sell or arrange for the sale of a Fund’s Creation Units. Such compensation may include financial assistance to financial intermediaries that enable the Distributor, the Advisor and their affiliates to participate in or present at conferences or seminars, sales or training programs for invited employees, client and investor events and other financial intermediary-sponsored events.

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The Distributor, the Advisor and their affiliates also may hold or sponsor, at their expense, sales events, conferences and programs for employees or associated persons of financial intermediaries in order to facilitate the sale of a Fund’s Creation Units and may pay the travel and lodging expenses of attendees. The Distributor, the Advisor and their affiliates also may provide, at their expense, meals and entertainment in conjunction with meetings with these financial intermediaries. Other compensation may be offered to the extent not prohibited by applicable laws, regulations or the rules of any self-regulatory agency, such as FINRA.

These payments will be based upon the amount of Fund shares the financial intermediary sells or may sell and/or upon the type and nature of sales or marketing support furnished by the financial intermediary.

PURCHASE AND REDEMPTION OF CREATION UNITS

Each Fund only offers and redeems its shares in Creation Units. Creation Units are offered and sold through the Distributor on a continuous basis, without a sales load (but subject to transaction fees), on each Business Day at the NAV per share next determined after an order in proper form pursuant to the terms of the applicable Authorized Participant Agreement (defined below) is received by the Distributor. The NAV of each Fund is expected to be determined as of the close of regular trading on the Exchange (ordinarily 4:00 p.m. Eastern Time) on each Business D ay (“NAV Calculation Time”) . Each Fund offers and redeems Creation Units only on a Business Day.

The Trust generally does not offer its shares outside of the United States.

FUND DEPOSIT

Generally, a Creation Unit of a Fund shall be issued in exchange for an in-kind deposit of a designated portfolio of securities (“Deposit Securities”) constituting a substantial replication, or a representation, of the securities included in the Fund’s portfolio along with a cash payment (“Cash Component”), together a “Creation Deposit , ” plus the applicable transaction fee (see “Transaction Fees on Purchases of Creation Units” below). The Creation Deposit represents the minimum initial and subsequent investment amount for a Creation Unit of a Fund. The Cash Component is an amount equal to the difference between ( 1 ) the NAV of a Creation Unit of a Fund and ( 2 ) the total aggregate market value of the Deposit Securities.

If the market value of the Deposit Securities is greater than the NAV of a Creation Unit, the Cash Component will be negative, in which case the Cash Component will be paid by the relevant Fund to the investor rather than vice-versa. The Cash Component compensates for any difference between the NAV of a Creation Unit and the market value of the Deposit Securities, if any.

On behalf of e ach Fund , the Custodian makes available on each Business Day, through the NSCC, prior to the opening of business on the Exchange (ordinarily 9:30 a.m ., Eastern T ime), the names and required number of shares of each Deposit Security to be included in the current Creation Deposit for the Fund (based on Fund portfolio information as of the end of the prior Business Day). In addition, on behalf of each Fund, the Custodian makes available on each Business Day, through the NSCC, the estimated Cash Component for the Fund, effective through and including the previous Business Day, per outstanding Creation Unit of the Fund. The Creation Deposit of a Fund shall be subject to the applicable adjustments below, in order to affect purchases of the Fund’s Creation Unit until such time as the next announced composition of the Deposit Securities is made available.

Each Fund reserves the right to permit or require the substitution of cash for one or more Deposit Securities and this “cash in lieu” amount will be added to the Cash Component. A Fund may, for example, permit a cash substitution for one or more Deposit Securities if such securities are not eligible for trading by the Authorized Participant (defined below) or the investor on whose behalf the Authorized Participant is acting. Additionally, substitution may be required for foreign securities that are not eligible for trading due to local trading restrictions, local restrictions on securities transfers, or other similar circumstances. Substitution of cash for certain Deposit Securities may also be permissible if one or more Deposit Securities: (1) are unavailable or not available in the quantity needed to make a Creation Deposit; or (2) are not eligible for transfer through the Clearing or DTC Process (each described below).

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To the extent that a Fund permits or requires the substitution of cash with respect to all or a portion of the Deposit Securities, the Fund may incur additional transactions costs to purchase the Deposit Securities subject to the cash substitution. Each Fund also reserves the right to accept other securities in lieu of one or more Deposit Securities. The substitution of cash and other securities in lieu of Deposit Securities shall constitute a “Custom Order.”

The identity and number of shares of the Deposit Securities and the amount of the Cash Component of a Creation Deposit will change as adjustments to a Fund’s portfolio are implemented by the Advis o r and as corporate action events are reflected.

PROCEDURES FOR PURCHASE OF CREATION UNITS

All orders to purchase Creation Units must be placed with the Distributor by or through an “ Authorized Participant. ” An Authorized Participant is a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the NSCC (“Clearing Process”) or a DTC Participant (see “Book Entry Only System”) and in each case, must have an executed agreement with the Distributor with respect to the creations and redemption of a Fund’s Creation Units (“Participant Agreement”) .

An investor does not have to be an Authorized Participant, but must place an order to purchase or redeem Creation Units through an Authorized Participant. An investor may obtain a list of Authorized Participants from the Distributor. All shares of each Fund purchased through the creation process will be entered on the records of DTC in the name of Cede & Co. for the account of the applicable DTC Participant.

There may be a limited number of Authorized Participants at any one point in time and only certain of these entities may be eligible to purchase and transmit international securities comprising a Creation Deposit. To the extent that your financial institution is not an Authorized Participant, you may have to purchase Creation Units directly through an Authorized Participant or indirectly through your financial institution. If you opt to purchase Creation Units indirectly through your financial institution, you may incur additional transaction fees.

An order to purchase Creation Units of a Fund must be transmitted to the Distributor on a Business Day and received in proper form prior to the NAV Calculation Time (prior to 3:00 p.m., Eastern Time, for Custom Orders if required by the Distributor) in order for the purchase order to be processed at the NAV of the Fund’s shares calculated on the date of transmittal (“Transmittal Date”). On Business Days that the Exchange closes early, a Fund may require an order for the purchase of Creation Units to be submitted earlier during the day. An Authorized Participant must deliver a Custom Order to the Distributor sufficiently in advance of the NAV Calculation Time in order to help ensure that the order is affected at the NAV calculated on that date.

Orders must be transmitted by the Authorized Participant to the Distributor by telephone or other transmission method acceptable to the Distributor pursuant to the procedures set forth in the applicable Participant Agreement. All orders to purchase Creation Units must be submitted consistent with the processing requirements set forth in the applicable Participant Agreement (see “Placement of Creation Orders Outside the Clearing Process” and “Placement of Creation Orders Using the Clearing Process” below) .

An investor must place orders to purchase a Fund’s Creation Units in the form required by the Authorized Participant. An Authorized Participant may require an investor to

make certain representations or enter into agreements with respect to the placement of an order to purchase a Fund’s shares (e.g. to provide for payments of cash, when required).

Severe economic or market disruptions or changes, or telephone or other communication failure may impede the ability to reach the Distributor or Authorized Participant. If an investor is submitting an order to purchase Creation Units through an Authorized Participant, the investor ~~you~~ should ensure that an appropriate amount of time is provided for submission of such order by the Authorized Participant to the Distributor prior to the NAV Calculation Time.

Placement of Purchase Orders Outside the Clearing Process.

Currently, all Creation Deposits must be processed outside the Clearing Process. A purchase order shall be deemed received on the Transmittal Date if: (1) the order is received by the Distributor prior to the NAV Calculation Time on the Transmittal Date (prior to 3:00 p.m., Eastern Time, for Custom Orders if required by the Distributor); and (2) all other procedures set forth in the Participant Agreement are followed.

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The Cash Component and the applicable transaction fee (see “Transaction Fees on Purchases of Creation Units” below) shall be payable by 2:00 p.m., Eastern Time, on the third Business Day following the date on which the purchase order was received by the Distributor (“Settlement Date”). If the Custodian does not receive the Deposit Securities or the Cash Component at the designated times, the purchase order may be cancelled. The Authorized Participant shall be responsible for any losses incurred by a Fund resulting from unsettled orders. The delivery of Creation Units will take place no later than the Settlement Date.

Generally, an Authorized Participant shall deliver the Cash Component , the applicable transaction fee and Deposit Securities that are U.S. government or U.S. government agency securities to the applicable Fund through the Federal Reserve System. An Authorized Participant may deliver Deposit Securities that are domestic equity or fixed income securities through the DTC manual clearing process (“DTC Process”). The DTC Process involves the manual line-by-line transfer of multiple securities. Because the DTC Process involves the movement of multiple securities while the Clearing Process (see below) involves the movement of one unitary basket which automatically processes the movement of numerous securities, the DTC will charge a Fund more than the NSCC to settle a purchase of Creation Units.

Foreign securities cannot currently be processed through either the Clearing Process or the DTC Process. With respect to foreign Deposit Securities, once a purchase order for Creation Units has been placed with the Distributor, the Distributor will inform the Advisor and the Custodian. The Custodian will then inform the appropriate sub-custodians, as applicable. The Authorized Participant must then timely deliver the relevant Deposit Securities and/or Cash Deposit to the applicable Fund’s account maintained with the relevant local custodian(s) by the Settlement Date. If applicable, the sub-custodians will confirm to the Custodian that the Deposit Securities and Cash Deposit have been delivered, and the Custodian will notify the Advisor of the same. The delivery of Creation Units will occur no later than the Settlement Date.

All questions as to the number of Deposit Securities and amount of the Cash Component to be delivered, as applicable, and the validity, form and eligibility (including time of receipt) for the deposit of any tendered securities or cash, as applicable, will be determined by the Trust, whose determination shall be final and binding.

After the Distributor has receive a purchase order and the Custodian has received delivery of the Deposit Securities and Cash Component, Delivery of the appropriate number of Fund shares will be made to the book-entry account designated by the Authorized Participant. A Creation Unit of a Fund will not be issued until the transfer of good title to the Trust of the Deposit Securities has been completed and any Cash Component has been received.

Placement of Purchase Orders through the Clearing Process

By the end of 2011, it is anticipated that Authorized Participants that participate in the CNS System will be able to use the Clearing Process to purchase a Fund’s Creation Units to the extent that the Creation Deposit is limited to the Cash Component and Deposit

Securities that are DTC eligible domestic equity securities, corporate and municipal bonds and unit investment trusts. This system has been specifically enhanced to effect purchases and redemptions of ETF securities such as each Fund’s shares. The Clearing Process simplifies the settlement and delivery process by transferring a basket of securities between two parties and treating all of the securities that comprise the basket as a single position. By contrast, the DTC Process is available to all Authorized Participants and involves a manual line-by-line movement of each security position. To the extent that the Clearing Process is available for use the Participant Agreement will authorize the Distributor to transmit through the Custodian to the NSCC, on behalf of the Authorized Participant, applicable trade instructions as are necessary to affect a purchase order for a Fund’s Creation Units. Pursuant to the trade instruction, the Authorized Participant agrees to deliver the Deposit Securities and the Cash Component to the applicable Fund. An order to purchase Creation Units through the Clearing Process is deemed received on the Transmittal Date if: (1) such order is received by the Distributor not later than the NAV Calculation Time on the Transmittal Date (prior to 3:00 p.m., Eastern Time, for Custom Orders if required by the Distributor); and (2) all other procedures set forth in the Participant Agreement are followed.

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Under certain circumstances, an Authorized Participant that tenders a non-conforming basket of Deposit Securities or cash in lieu of one or more Deposit Securities to purchase a Fund’s Creation Units will be required to process the order outside the Clearing Process because the Clearing Process can only handle non-conforming deposits in specified situations. Additionally, purchases of Creation Units partly or entirely for cash and Creation Units created in advance of receipt by the Custodian of all or a portion of the Deposit Securities must be processed outside the Clearing Process (see “Additional Purchase Procedures” below).

REJECTION OF PURCHASE ORDERS

The Distributor may reject a purchase order for Creation Units if the order is not submitted in proper form consistent with the requirements set forth in the Participant Agreement.

The Trust reserves the absolute right to reject an order for Creation Units transmitted to it by the Distributor in respect to a Fund including, without limitation, if : ( 1 ) the order is not in proper form; ( 2 ) the s ecurities delivered do not conform with the Deposit Securities for the relevant date

; ( 3 ) an investor , upon obtaining the shares ordered, would own 80% or more of the currently outstanding shares of the Fund; ( 4 ) acceptance of the Deposit Securities would have certain adverse tax consequences to the Fund; ( 5 ) the acceptance of the Creation Deposit would, in the opinion of counsel, be unlawful; ( 6 ) the acceptance of the Creation Deposit would otherwise, in the discretion of the Fund or the Advisor have an adverse effect on the Trust or the rights of beneficial owners; ( 7 ) the acceptance or receipt of the order for a Creation Unit would, in the opinion of counsel to the Trust, be unlawful; or ( 8 ) in the event that circumstances outside the control of a Fund, the Custodian, the Transfer Agent, and/or the Advisor make it for all practical purposes not feasible to process orders for Creation Units.

Examples of such circumstances include natural disasters or public service or utility problems such as fires, floods, extreme weather conditions and power outages resulting in telephone, telecopy and computer failures; market conditions or activities causing trading halts; systems failures involving computer or other information systems affecting the Trust, the Distributor, the Custodian, the Transfer Agent, DTC, NSCC, Federal Reserve System, or any other participant in the creation process, and other extraordinary events. The Distributor shall notify a n Authorized Participant of its rejection of the order . The Trust, the Transfer Agent, the Custodian and the Distributor are under no duty, however, to give notification of any defects or irregularities in the delivery of Fund Deposits nor shall either of them incur any liability for the failure to give any such notification. The Trust, the Transfer Agent, the Custodian and the Distributor shall not be liable for the rejection of any purchase order for Creation Units.

ADDITIONAL PURCHASE PROCEDURES

To the extent contemplated by the Participant Agreement, Creation Units may be issued to an Authorized Participant despite the fact that the Deposit Securities have not been received in whole or in part, in reliance on the undertaking of the Authorized Participant to deliver any missing Deposit Securities, which undertaking shall be secured by the Authorized Participant’s delivery and maintenance of sufficient collateral.

Under these circumstances, the Authorized Participant shall deposit any available Deposit Securities and a cash amount equal to the sum or the Cash Component plus 115% of the market value of the Deposit Securities not delivered (“Additional Cash Deposit”). This Additional Cash Deposit shall be paid in U.S. dollars have a value greater than the NAV of the applicable Fund’s Creation Units on the date that the purchase order was received.

An order will be deemed received on the Transmittal Date if the Distributor receives the order in proper form prior to the NAV Calculation Time on that date (prior to 3:00 p.m., Eastern Time, for Custom Orders if required by the Distributor) and federal funds equal to the sum of Cash Component and Additional Cash Deposit are received by the Custodian by 12:00 p.m, Eastern Time, on the Business Day following the Transmittal Date. An Authorized Participant must deliver a Custom Order to the Distributor sufficiently in advance of the NAV Calculation Time in order to help ensure that the order is affected at the NAV calculated on that date.

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If the order is not received in proper form by the NAV Calculation Time on the Transmittal Date (prior to 3:00 p.m., Eastern Time, for Custom Orders if required by the Distributor) or the required cash deposit is not timely received on the next Business Day following the date that the order was accepted by the Distributor and the applicable Fund, then the order will be cancelled or deemed not received and the Authorized Participant affecting the transaction will be liable to the applicable Fund for any losses resulting therefrom. Pending delivery of the undelivered Deposit Securities, the Authorized Participant shall be required to deposit additional cash, as needed, to maintain the Additional Cash Deposit at an amount equal to 115% of the value of undelivered Deposit Securities, which shall be marked to market daily by the applicable Fund until the outstanding securities are received.

To the extent that the undelivered Deposit Securities are not received by 3:00 p.m., Eastern Time, on the Settlement Date or a marked-to-market payment is not made within one Business Day following notification to the Authorized Participant or investor that such payment is required, the applicable Fund may utilize the Additional Cash Deposit to buy the missing Deposit Securities at any time and the Authorized Participant affecting the transaction will be liable to the Fund for any shortfall between the cost to the Fund of purchasing such securities and the value of the Additional Cash Deposit. Costs to purchase the outstanding Deposit Securities shall include, but not be limited to, any applicable transaction fee imposed by the applicable Fund in connection with the purchase of the undelivered Deposit Securities, the amount by which the actual purchase price of the undelivered Deposit Securities exceeds Additional Cash Deposit or the market value of such Deposit Securities on the day the purchase order was received by the Distributor plus the brokerage and related transaction costs associated with such purchases. The fees incurred by the Custodian with respect to the delivery, maintenance, and re-delivery of the collateral shall be paid by the Authorized Participant. The applicable Fund will return the remaining Additional Cash Deposit once the undelivered Deposit Securities are received by the Custodian. Under these circumstances, the shares of the applicable Fund shall be delivered no later than the Settlement Date.

The Participant Agreement may contain further information relating to this collateral process.

TRANSACTION FEES ON PURCHASES OF CREATION UNITS

Each Fund charges a transaction fee to cover the transfer and other transactional costs it incurs to issue Creation Units. A per transaction fee charge will be charged by each Fund, (“Standard Charge”), regardless of the number of Creation Units purchased. The Standard charge shall be $ 250 .00. Each Fund reserves the right to charge additional transactions fees of up to three (3) times the Standard Charge for: ( 1 ) purchase orders processed outside the Clearing Process; and ( 2 ) purchase orders that involve the substitution of cash for all or a portion of the Deposit Securities (“Additional Charges”). Each Fund also reserves the right to adjust the Standard Charge and/or the Additional Charges at any time in order to ensure that the Fund is able to continue to recoup the costs it actually incurs to issue Creation Units. Authorized Participants are responsible for paying the costs to transfer Deposit Securities to the applicable Funds. Authorized Participants may charge investors a fee to purchase Creation Units on their behalf.

The Standard Charge and maximum transaction fee for each Fund are $250.00 and $1,000, respectively. An investor purchasing Creation Units outside the Clearing Process may be required to pay higher transaction fees than if the purchase is processed through the Clearing Process.

RISKS OF PURCHASING CREATION UNITS

The proposed method by which a Fund’s Creation Units will be purchased and traded may raise certain issues under applicable securities laws. Because new Creation Units of each Fund ’s shares may be issued and sold on an ongoing basis, a “ distribution ” of that Fund’s shares may be occurring at any time. Certain activities that a shareholder performs as a dealer may, depending on the circumstances, result in it being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the 1933 Act. For example, a shareholder could be deemed a statutory underwriter if it takes Creation Units from a Fund, breaks them down into the constituent shares and sells the shares directly to customers. A shareholder may also be deemed to be a statutory underwriter if the shareholder , chooses to couple the purchase of a supply of new shares of a Fund with an active selling effort involving solicitation of secondary market demand for the shares.

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Whether a person is an underwriter depends on all the facts and circumstances pertaining to that person’s activities and the examples set forth here are not intended to depict all circumstances under which a shareholder may be deemed to be a statutory underwriter.

Dealers who are not “underwriters” but are participating in a distribution (as opposed to ordinary secondary market transactions), and thus dealing with a Fund’s s hares as part of an “unsold allotment” within the meaning of Section 4(3)(C) of the 1933 Act, will be unable to rely on the prospectus-delivery exemption provided by Section 4(3) of the 1933 Act.

Pursuant to Rule 153 under the 1933 Act, a prospectus delivery obligation under Section 5(b)(2) of the 1933 Act owed to a member of the Exchange in connection with a sale on the Exchange is satisfied by the fact that a Prospectus is available at the Exchange upon request. This prospectus delivery mechanism is only available with respect to transactions on the Exchange.

PROCEDURES FOR REDEMPTION OF CREATION UNITS

Shares of a Fund may only be redeemed in Creation Units except upon liquidation of the Fund. To redeem shares with a Fund, an investor must accumulate enough shares of that Fund to constitute one or more Creation Units. An investor may accumulate the shares necessary to comprise a Creation Unit of a Fund on the Exchange. H owever, there is no assurance that there will be sufficient liquidity in the market to enable the purchase of a sufficient number of shares of a Fund to complete a Creation Unit. An investor may incur brokerage commissions and other costs to purchase the required number of shares to complete a Creation Unit. Redemption requests must be placed by or through an Authorized Participant.

Creation Units of a Fund may be redeemed on any Business Day at their NAV next calculated after a redemption request in proper form is received by the Distributor. Generally, a Fund’s Creation Units shall be redeemed in exchange for designated portfolio securities ("Redemption Securities") plus a cash amount equal to the difference between the NAV of the Creation Unit(s) being redeemed and the value of the Redemption Securities (“Cash Redemption Amount”), less the applicable transaction fee (see “Transaction Fees on Redemptions of Creation Units” below) . Depending on whether the NAV of a Creation Unit at the time of redemption is higher or lower than the market value of the Redemption Securities, the investor will either receive from or pay to the applicable Fund , the Cash Redemption Payment .

Notwithstanding the above, at a Fund’s discretion, an Authorized Participant may receive cash in lieu of all or a portion of the Redemption Securities (“Custom Order”). For example, if it is not possible to effect deliveries of the Redemption Securities, a Fund may exercise its option to redeem a Creation Unit(s) in cash, and the redeeming Authorized Participant will be required to receive its redemption proceeds in cash. In addition, an Authorized Participant may request and a Fund may permit a redemption in cash. In either case, the investor will receive a cash payment equal to the NAV of the Creation Unit(s) next determined after the redemption request is received in proper form, minus the applicable transaction fee.

The redemption of a Fund’s Creation Units will be subject to compliance with applicable federal and state securities laws and the Fund (whether or not it otherwise permits cash redemptions) reserves the rights to redeem Creation Units for cash to the extent that the Fund cannot lawfully deliver specific Redemption Securities upon redemption or could not do so without first registering the securities under such laws. An Authorized Participant or an investor for which it is acting subject to a legal restriction with respect to a particular security included in the Redemption Securities may be paid an equivalent amount of cash. The Authorized Participant may request the redeeming Beneficial Owners to complete an order form or to enter into agreements with respect to such matters as compensating cash payment. Further, an Authorized Participant that is not a “qualified institutional buyer” or (“QIB”) as such term is defined in Rule 144A of the 1933 Act will not be able to receive Redemption Securities that are restricted securities eligible for resale under Rule 144A. An Authorized Participant may be required by a Fund to provide a written confirmation with respect to QIB status in order to receive Redemption Securities.

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All orders to redeem Creation Units of a Fund must be received by the Distributor in proper form no later than the NAV Calculation on a Business Day (prior to 3:00 p.m., Eastern Time, for Custom Orders if required by the Distributor) in order to receive the NAV calculated on that date. On Business Days that the Exchange closes early, a Fund may require orders for the redemption of a Creation Unit(s) to be submitted earlier as set forth in the Participant Agreement. An Authorized Participant must deliver a Custom Order to the Distributor sufficiently in advance of the NAV Calculation Time in order to help ensure that the order is affected at the NAV calculated on that date.

An investor redeeming a Fund’s Creation Units should submit the redemption order in the form required by the Authorized Participant selected to process the transaction. An investor intending to redeem a Fund’s Creation

Units should allow sufficient time to permit a timely submission of the redemption request to the Distributor and transfer of the Creation Units to the applicable Fund. An Authorized Participant must deliver a Custom Order to the Distributor sufficiently in advance of the NAV Calculation Time in order to help ensure that the order is effected at the NAV calculated on the date that the order is transmitted (“Transmittal Date”).

On behalf of each Fund, the Custodian makes available on each Business Day, through the NSCC, prior to the opening of business on the Exchange (ordinarily 9:30 a.m., Eastern Time), the names and the number of shares of each Redemption Security that shall be tendered in satisfaction of an order to redeem the Fund’s Creation Units on that date. Redemption Securities may not be identical to the Deposit Securities disclosed on a Business Day.

There may be a limited number of Authorized Participants at any one point in time and only certain of these entities may be eligible to receive foreign securities on your behalf as part of the in-kind redemption process. To the extent that your financial institution is not an Authorized Participant, you may redeem Creation Units directly through an Authorized Participant or indirectly through your financial institution. If you opt to redeem Creation Units indirectly through your financial institution, you may incur additional transaction fees. To the extent a Fund invests in foreign securities, the investor taking delivery of Redemption Securities must maintain appropriate security arrangements with a broker, bank, or other custody provider in each jurisdiction in which any of the Redemption Securities are customarily traded.

Placement of Redemption Orders Outside the Clearing Process

Currently, all redemption requests must be processed outside the Clearing Process. Redemption requests must be transmitted by or through an Authorized Participant in the form required by the applicable Participant Agreement.

An order to redeem Creation Units is deemed received by the Distributor, as applicable, on the Transmittal Date if: (1) the order is received by the Distributor in proper form prior to the NAV Calculation Time (prior to 3:00 p.m., Eastern Time, for Custom Orders if required by the Distributor) on the Transmittal Date; (2) the order is accompanied or followed by the delivery of the requisite Creation Units, which delivery must be made through the DTC to the Custodian no later than 3:00 p..m., Eastern Time, on the third Business Day following the Transmittal Date (“Settlement Date”); (3) the order is accompanied or followed by the delivery of any Cash Component and the applicable transaction fee to the Custodian through the Federal Reserve System no later than 2:00 p.m., Eastern Time, on the Settlement Date; and (4) all other procedures set forth in the Participant Agreement are properly followed.

After a redemption request is received by the Distributor, the Custodian shall initiate procedures for the transfer of the Redemption Securities and the Cash Redemption Amount which is expected to be delivered by the third Business Day following the date the redemption request was deemed received.

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The value of the Redemption Securities and the Cash Redemption Amount will be calculated in accordance with the Trust’s procedures for calculation of the applicable Fund’s NAV as summarized in the Prospectus. Therefore, if a redemption in proper form is submitted to the Distributor by an Authorized Participant not later than the NAV Calculation Time on the Transmittal Date (prior to 3:00 p.m., Eastern Time, for Custom Orders if required by the Distributor), and the requisite number of Fund shares are timely delivered to the Custodian, then the value of the Redemption Securities and the Cash Redemption Amount will be determined by the Accountant as of the Transmittal Date. If a redemption order is submitted to the Distributor not later than the NAV Calculation Time on the Transmittal Date (prior to 3:00 p.m., Eastern Time, for Custom Orders if required by the Distributor) but either: (1) the requisite number of shares of Fund shares are not timely delivered or (2) the redemption order is not submitted in proper form, then the redemption order will not be deemed received as of the Transmittal Date. In such case, the value of the Redemption Securities and the Cash Redemption Amount will be computed as of the Business Day that an order in proper form is accepted by the Distributor.

Placement of Redemption Orders Using the Clearing Process

By the end of 2011, it is anticipated that Authorized Participants that participate in the CNS System will be able to use the Clearing Process to redeem a Fund’s Creation Units to extent that Redemption Securities are DTC eligible domestic equity securities, corporate and municipal bonds and unit investment trusts. An order to redeem Creation Units using the

Clearing Process is deemed received on the Transmittal Date if: (1) such order is received by the Distributor no later than the NAV Calculation Time on such Transmittal Date; and (2) all other procedures set forth in the Participant Agreement are followed. An order deemed received after the NAV Calculation Time on the Transmittal date (prior to 3:00 p.m., Eastern Time, for Custom Orders if required by the Distributor) will be effected at the NAV calculated on the next Business Day. The Redemption Securities and the Cash Redemption Amount will be transmitted by the third Business Day following the date on which the order was deemed received.

Custom Orders such as redemption requests settled partially or wholly in cash and redemptions of Creation Units processed prior to the delivery of all or a portion of a Fund’s requisite shares (see “Additional Redemption Procedures”) must be processed outside the Clearing Process.

REJECTION OF REDEMPTION ORDERS

The Distributor and a Fund have and reserve the right to reject a redemption request if the request does not comply with the procedures set forth in the Participant Agreement. The applicable Fund will notify the Authorized Participant should any of its redemption requests be rejected and the Authorization Participant, under such circumstances, may be required to resubmit the request in good order.

ADDITIONAL REDEMPTION PROCEDURES

To the extent contemplated by a Participant Agreement, in the event an Authorized Participant has submitted a redemption request in proper form but is unable to transfer all or part of the Creation Unit(s) to be redeemed to the Distributor on behalf of a Fund prior to the NAV Calculation Time on the Transmittal D ate, the Distributor will accept the redemption request in reliance on an undertaking by the Authorized Participant to deliver the missing Fund shares as soon as possible, which undertaking shall be secured by the Authorized Participant’s delivery and maintenance of sufficient collateral.

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Under these circumstances, the Authorized Participant shall deposit a cash amount in U.S. dollars equal to the sum of the Cash Redemption Amount, as applicable, plus 115% of the value of the applicable Fund’s missing shares (“Redemption Deposit”). The initial deposit shall have a value greater than the NAV of the applicable Fund’s Creation Units on the date that the redemption order was received by the Distributor. An order will be deemed received (prior to 3:00 p.m., Eastern Time, for Custom Orders if required by the Distributor) on the Transmittal Date if: (1) the Distributor received the order in proper form prior to the NAV Calculation Time on that date and (2) the federal funds equal to the sum of the Cash Redemption Amount and the Redemption Deposit are received by the Custodian by 12:00 p.m., Eastern Time, on the Business Day following the Transmittal Date.

If the order is not received in proper form by the NAV Calculation Time on the Transmittal Date or the required cash deposit is not timely received on the next Business Day, then the order will be cancelled and not received and the Authorized Participant effecting the transaction will be liable to the applicable Fund for any losses resulting therefrom. Pending delivery of the undelivered Fund Creation Units, the Authorized Participant shall be required to deposit additional cash, as needed, to maintain the Redemption Deposit at an amount equal to 115% of the value of undelivered Creation Units, which shall be marked to market daily by the applicable Fund until the outstanding Creation Units are delivered.

The fees incurred by the Transfer Agent with respect to the delivery, maintenance and re-delivery of the collateral shall be payable by the Authorized Participant. To the extent that the undelivered Fund shares are not received by 3:00 p.m., Eastern Time, on the Settlement Date or a marked-to-market payment is not made within one Business Day following notification to the Authorized Participant that such payment is required, the applicable Fund may purchase the missing Fund shares or acquire the Redemption Securities and Cash Redemption Payment underlying such shares and the Authorized Participant shall be liable to the Fund for any shortfall between the cost incurred by the Fund to acquire the shares, Redemption Securities, and Cash Redemption Payment and the value of the collateral. The fees incurred by the Custodian with respect to the delivery, maintenance, and re-delivery of the collateral shall be paid by the Authorized Participant. The applicable Fund will return the remaining Redemption Deposit once the undelivered applicable Fund shares are received by the Custodian.

The Redemption Securities and applicable Cash Redemption Payment shall be delivered no later than the third business day following the Transmittal Date.

The Participant Agreement may contain further information relating to this collateral process.

TRANSACTION FEES ON REDEMPTION S OF CREATION UNITS

Each Fund charges a transaction fee to cover the transfer and other transactional costs it incurs to redeem Creation Units. A transaction fee will be charged by each Fund to Authorized Participants per redemption (“Standard Redemption Fee”). Each Fund reserves the right to charge additional transactions fees not to exceed three (3) times the Standard Redemption Fee for redemption purchase orders that involve Custom Orders (“Additional Redemption Charges”). Each Fund also reserves the right to adjust the Standard Charge and/or the Additional Redemption Charges at any time in order to ensure that a Fund is able to continue to recoup the costs it actually incurs to issue Creation Units. Authorized Participants are responsible for paying the costs to transfer Deposit Securities to the applicable Fund . Authorized Participants may charge investors a fee to redeem Creation Units on their behalf.

The standard transaction fee and maximum transaction fee for each Fund are $ 250 .00 and $ 1,000 , respectively. An investor may pay higher transaction fees by redeeming Creation Units outside rather than through the Clearing Process.

The transmission of transaction fees shall be processed consistent with the terms of the applicable Participant Agreement.

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SUSPENSION OF REDEMPTION RIGHTS

The right of redemption may be suspended with respect to a Fund for: (1) any period during which the Exchange is closed (other than customary weekend and holidays) ; (2) any period during which trading on the Exchange is suspended or restricted; ( 3 ) any period during which an emergency exists as a result of which disposal of Fund shares or determination of the Fund’s NAV is not reasonabl y practicable ; or ( 4 ) for such other periods as the Commission may permit. In addition, the Trust may postpone the date of payment for more than seven (7) days after the tender of a Fund ’s shares.

BROKERAGE TRANSACTIONS

TRADE ALLOCATION

Investment decisions for a Fund and other clients of the Advisor are made with a view to achieving their respective investment objectives and after consideration of such factors as their current holdings, availability of cash for investment, and the size of their investments generally.

While changes to a Fund’s investment portfolio will generally be implemented through the issuance and redemption of the Fund’s Creation Units in exchange for a basket of portfolio securities, there may be occasions wherein the Advisor will purchase or sell securities directly on behalf of the Fund.

Therefore, it is important to know that, in certain instances, a security may be bought or sold by the Advisor for only one client or in different amounts and at different times for more than one but less than all clients. Likewise, a particular security may be bought for one or more clients when one or more other clients are selling the security. In addition, purchases or sales of the same security may be made for two or more clients of the Advisor on the same day. To the extent that multiple clients are purchasing or selling a specific security at the same time, such transactions will be allocated among the clients in a manner believed by the Advisor to be equitable to each. In some cases, this procedure could have an adverse effect on the price or amount of the securities purchased or sold by a Fund. Purchase and sale orders for a Fund may be combined with those of other clients of the Advisor in the interest of achieving the most favorable net results for the Trust.

As part of its regular banking operations, The Huntington National Bank may make loans to public companies. Thus, it may be possible, from time to time, for the Funds to hold or acquire the securities of issuers which are also lending clients of The Huntington National Bank. The lending relationship will not be a factor in the selection of securities for the Funds.

BROKERAGE ALLOCATION

While a Fund generally implements changes to its investment portfolio through the issuance and redemption of the Fund’s Creation Units in exchange for a basket of securities, the Advisor may execute brokerage transactions for the Fund and the Fund may incur brokerage commissions, particularly during the early stages of the ETFs’ development or in the case of transactions involving realized losses. Generally, changes to a Fund’s investment portfolio will be implemented through the issuance and redemption of a Fund’s Creation Units in exchange for a basket of portfolio securities. The Advisor may, however, execute brokerage transactions for a Fund and the Fund may incur brokerage commissions, particularly during the early stages of the Fund’s development or in the case of transactions involving realized losses. To the extent that a Fund accepts cash in exchange for one or more Deposit or Redemption Securities, the Advisor may have to execute portfolio transactions on behalf of the Fund.

Transactions on U.S. stock exchanges and other agency transactions involve the payment by a Fund of negotiated brokerage commissions. Such commissions vary among different brokers. Also, a particular broker may charge different commissions according to such factors as the difficulty and size of the transaction. Transactions in foreign securities often involve the payment of fixed brokerage commissions, which are generally higher than those in the United States. There is generally no stated commission in the case of securities traded in the over-the-counter markets, but the price paid by a Fund usually includes an undisclosed dealer commission or mark-up. In underwritten offerings, the price paid by a Fund includes a disclosed, fixed commission or discount retained by the underwriter or dealer.

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The Advisor may place orders for the purchase and sale of portfolio securities for a Fund through numerous brokers and dealers. In so doing, it uses its best efforts to obtain for a Fund the best price and execution available. In seeking the best price and execution, the Advisor, having in mind a Fund’s best interests, considers all factors it deems relevant, including, by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience, and financial stability of the broker-dealer involved, and the quality of service rendered by the broker-dealer in other transactions.

SOFT DOLLAR PRACTICES

It has for many years been a common practice in the investment advisory business for advisors of investment companies and other institutional investors to receive research, statistical, and quotation services from broker-dealers that execute portfolio transactions for their clients. Consistent with this practice, the Advisor may receive research, statistical, and quotation services from broker-dealers with which it places a Fund’s portfolio transactions. These services, which in some cases may also be purchased for cash, include general economic and security market reviews, industry and company reviews, evaluations of securities, and recommendations as to the purchase and sale of securities. Some of these services are of value to the Advisor and its affiliates in advising various of its clients (including a Fund), although not all of these services are necessarily useful and of value in managing a Fund. The fee paid by a Fund to the Advisor is not reduced because the Advisor and its affiliates receive such services.

As permitted by Section 28(e) of the 1934 Act and by the Trust’s Investment Advisory Agreement with the Advisor, the Advisor may cause a Fund to pay a broker-dealer that provides the brokerage and research services described above an amount of disclosed commission for effecting a securities transaction for the Fund in excess of the commission which another broker-dealer may charge for effecting that transaction. The Advisor’s authority to cause a Fund to pay any such greater commissions is also subject to such policies as the Trustees may adopt from time to time.

ADDITIONAL INFORMATION ABOUT THE TRUST

SHAREHOLDER RIGHTS

All shareholders are entitled to one vote for each Fund share held on the record date for any action requiring a vote by the shareholders. Shareholders of the Trust will vote in the aggregate and not by Fund except as otherwise expressly required by law or when the Trustees determine that the matter to be voted upon affects only the interests of the shareholders of a particular Fund.

Each share of a Fund represents a pro rata interest in the assets of the Fund. Fund shares have no preemptive, exchange, subscription or conversion rights and there are no restrictions on the transfer of Fund shares. Each Fund share participates pro rata in all dividends and distributions of the Fund and in the net distributable assets upon liquidation.

The Trust is not required to hold annual meetings of shareholders for the purpose of electing Trustees except that ( 1 ) the Trust is required to hold a shareholder meeting for the election of Trustees at such time as less than a majority of the Trustees holding office have been elected by shareholders and ( 2 ) if, as a result of a vacancy on the Board, less than two-thirds of the Trustees holding office have been elected by the shareholders, that vacancy may only be filled by a vote of the shareholders. In addition, a Trustee may be removed from office by a written consent signed by the holders of Shares representing two-thirds of the outstanding Shares of the Trust at a meeting duly called for the purpose, which meeting must be held upon written request of not less than 10% of the outstanding Shares of the Trust. Upon written request by the holders of Shares representing 1% of the outstanding Shares of the Trust stating that such shareholders wish to communicate with the other shareholders for the purpose of obtaining the signatures necessary to demand a meeting to consider removal of a Trustee, the Trust will provide a list of shareholders or disseminate appropriate materials (at the expense of the requesting shareholders). Except as set forth above, a Trustee may continue to hold office and may appoint successor Trustees.

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Under the Declaration of Trust, the Trustees have the power to liquidate any Fund without shareholder approval. While the Trustees have no present intent to exercise this power, they may do so if the Fund fails to reach a viable size within a reasonable amount of time or for such other reasons as may be determined by the Board.

The rights of shareholders cannot be modified without a majority vote of the Shareholders.

PRINCIPAL HOLDERS OF SECURITIES

As of _________________ 2011, the Trustees and officers of the Trust in the aggregate owned less than 1% of the outstanding shares of beneficial interest of each Fund.

As of ______, 2011, the following shareholders owned of record, beneficially, or both, 5% or more of outstanding Shares: [to be provided by amendment].

From time to time, certain shareholders, including Authorized Participants, may own, of record, beneficially, or both, more than 25% of a Fund’s shares and those shareholders may be able to control the outcome of a shareholder vote. As of ________________, 2011, the following shareholders may be deemed to control the Fund: [to be provided by amendment].

BOOK ENTRY ONLY SYSTEM

The information below supplements disclosure in the Prospectus regarding the book entry system. This information should be read in conjunction with the disclosure included in the Prospectus.

DTC acts as securities depositary for all Fund shares. Shares of each Fund are represented by securities registered in the name of DTC or its nominee, Cede & Co., and deposited with, or on behalf of, DTC. Except in limited circumstances set forth below, certificates will not be issued for Shares.

DTC is a limited-purpose trust company that was created to hold securities of the DTC Participants and to facilitate the clearance and settlement of securities transactions among the DTC Participants in such securities through electronic book-entry changes in accounts of the DTC Participants, thereby eliminating the need for physical movement of securities certificates. DTC Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations, some of whom (and/or their representatives) own DTC. More specifically, DTC is owned by a number of its DTC Participants and by the NYSE and FINRA. Access to the DTC system is also available to others such as banks, brokers, dealers, and trust companies that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly (the “Indirect Participants”).

Beneficial ownership of each Fund’s shares is limited to DTC Participants, Indirect Participants, and persons holding interests through DTC Participants and Indirect Participants. Ownership of beneficial interests in a Fund’s shares (owners of such beneficial interests are referred to herein as “Beneficial Owners”) is shown on, and the transfer of ownership is effected only through, records maintained by DTC (with respect to DTC Participants) and on the records of DTC Participants (with respect to Indirect Participants and Beneficial Owners that are not DTC Participants). Beneficial Owners will receive from or through the DTC Participant a written confirmation relating to their purchase of a Fund’s shares. The Trust recognizes DTC or its nominee as the record owner of each Fund’s shares for all purposes. Beneficial Owners of a Fund’s shares are not entitled to have Fund shares registered in their names, and will not receive or be entitled to physical delivery of share certificates. Each Beneficial Owner must rely on the procedures of DTC and any DTC Participant and/or Indirect Participant through which such Beneficial Owner holds its interests, to exercise any rights of a holder of a Fund’s shares.

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Conveyance of all notices, statements, and other communications to Beneficial Owners is effected as follows. DTC will make available to the Trust upon request and for a fee a listing of each Fund’s shares held by each DTC Participant. The Trust shall obtain from each such DTC Participant the number of Beneficial Owners holding each Fund’s shares, directly or indirectly, through such DTC Participant. The Trust shall provide each such DTC Participant with copies of such notice, statement, or other communication, in such form, number and at such place as such DTC Participant may reasonably request, in order that such notice, statement or communication may be transmitted by such DTC Participant, directly or indirectly, to such Beneficial Owners. In addition, the Trust shall pay to each such DTC Participant a fair and reasonable amount as reimbursement for the expenses attendant to such transmittal, all subject to applicable statutory and regulatory requirements.

Share distributions shall be made to DTC or its nominee, Cede & Co., as the registered holder of each Fund’s shares. DTC or its nominee, upon receipt of any such distributions, shall credit immediately DTC Participants’ accounts with payments in amounts proportionate to their respective beneficial interests in a Fund as shown on the records of DTC or its nominee. Payments by DTC Participants to Indirect Participants and Beneficial Owners of a Fund’s shares held through such DTC Participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in a “street name,” and will be the responsibility of such DTC Participants.

The Trust has no responsibility or liability for any aspect of the records relating to or notices to Beneficial Owners, or payments made on account of beneficial ownership interests in a Fund’s shares, or for maintaining, supervising, or reviewing any records relating to such beneficial ownership interests, or for any other aspect of the relationship between DTC and the DTC Participants or the relationship between such DTC Participants and the Indirect Participants and Beneficial Owners owning through such DTC Participants.

DTC may determine to discontinue providing its service with respect to any Fund at any time by giving reasonable notice to the Fund and discharging its responsibilities with respect thereto under applicable law. Under such circumstances, a Fund shall take action either to find a replacement for DTC to perform its functions at a comparable cost or, if such replacement is unavailable, to issue and deliver printed certificates representing ownership of the Fund’s shares, unless the Trust makes other arrangements with respect thereto satisfactory to the Exchange. The DTC Participants’ rules and policies are made publicly available through its website at www.dtcc.com.

VOTING PROXIES OF FUND PORTFOLIO SECURITIES

Under Rule 206(4)-6 of the Advisers Act , it is a fraudulent, deceptive, or manipulative act, practice or course of business within the meaning of S ection 206(4) of the Advisers Act for an investment advis o r to exercise voting authority with respect to client securities, unless ( 1 ) the advis o r has adopted and implemented written policies and procedures that are reasonably designed to ensure that the advis o r votes proxies in the best interest of its clients, ( 2 ) the advis o r describes its proxy voting procedures to its clients and provides copies on request, and (iii) the advis o r discloses to clients how they may obtain information on how the advis o r voted their proxies.

The Trustees have delegated to the Advisor authority to vote proxies on the securities held in the Funds’ Portfolios. The Advisor’s proxy voting policies are set forth below, and shall govern its voting of such proxies.

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I. Policy

It is the policy of the Advisor to vote proxies associated with securities held by the Funds in the best interest of the shareholders of the Funds, and to vote proxies associated with other customers in the best interest of those customers. The Advisor will employ an independent third party (currently RiskMetrics Group (“RiskMetrics”)) to (1) research all proxies for which the Advisor has authority to vote (except, as described below, for proxy votes which pertain to the Funds or which are required to be voted in a particular manner under applicable law), (2) to recommend a vote according to the guidelines published by the independent third party and/or according the these Policies, and (3) to cast a vote consistent with the recommendation of the independent third party (unless the Special Proxy Voting Committee overrides the recommendation of the independent third party), or as required by applicable law (as described below). Proxy voting matters which pertain to the Funds for which a vote has already been cast by the Board of Trustees of the Funds, will be cast according to the vote of the independent Trustees of the Board of Trustees of the Funds.

Certain funds may be required to vote proxies in a manner specified under the 1940 Act. In particular, a fund that relies on Section 12(d)(1)(F) of the 1940 Act to invest in the securities of other investment companies must vote its shares in an underlying investment company in accordance with Section 12(d)(1)(E) of the 1940 Act. Additionally, a ffiliated funds of funds that rely on Section 12(d)(1)(G) have the potential to present unique conflicts of interest in proxy voting. Therefore, with respect to those funds that rely on Section 12(d)(1)(F), and with respect to the affiliated funds of funds that rely on Section 12(d)(1)(G), the Advisor and the independent third party will have no discretion in voting proxies and the Advisor will instruct the independent third party to vote those funds’ proxies on underlying investment companies in the same proportion as the vote of all other holders of such securities (commonly referred to as “echo” or “mirror” voting).

The President of the Advisor will appoint a Proxy Review Committee to monitor the recommendations made and votes cast by the independent third party to assure that votes are consistent with, as applicable: (1) the Advisor’s fiduciary duty, (2) the best interest of the shareholders of the funds, (3) the guidelines published by the independent third party, and (4) these Proxy Voting Policies.

The Advisor may refer, to the Special Proxy Voting Committee, any proxy vote related to holdings of the funds that would be impractical or inappropriate to resolve by following the voting recommendation of the independent third party vote.

II. Committees

1. Proxy Review Committee

         a.     The purpose of the Proxy Review Committee is to monitor the recommendations made and votes cast by the independent third party to assure that such votes are consistent with, as applicable, (i) the Advisor’s fiduciary duty, (ii) the best interest of the shareholders of the funds, (iii) the guidelines published by the independent third party, and (iv) these Proxy Voting Policies. The Proxy Review Committee will report, to the President of the Advisor, on a quarterly basis the results of its monitoring activities. Any votes that appear inconsistent with these Policies will be reported to the Advisor immediately.

            b.     The Proxy Review Committee will provide the Special Proxy Voting Committee with the information it needs for the Committee to determine how to vote a proxy, including information pertaining to any possible conflict of interest.

          c.     The President of the Advisor will appoint the members of the Proxy Review Committee.

2. Special Proxy Voting Committee

The purpose of the Special Proxy Voting Committee is to consider and determine how to vote on behalf of the funds with respect to specific votes referred by the funds’ Advisor.

The Special Proxy Voting Committee shall be composed exclusively of the independent Trustees of the Board of Trustees of the funds.

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The Special Proxy Voting Committee will conduct its activities according to the Special Proxy Voting Committee Charter.

III. Conflicts of Interest

The Advisor will ensure that proxy votes are voted in the funds' best interest and are not affected by the Advisor’s conflicts of interest. Proxy votes cast based upon the recommendations of an independent third party will be cast according to that party’s pre-determined proxy voting policy and therefore will involve little discretion on the part of the Advisor. If, for any reason, the third party makes no recommendation about a particular issue, the proxy voting committee will attempt to cast a vote according to the most reasonably applicable pre-determined policy. For proxy votes on issues held by the funds for which the Advisor overrides the recommendation of the independent third party, or for which no recommendation is made by the third party, the Advisor will grant voting authority to the Special Proxy Voting Committee.

IV. Guidelines

The Advisor has adopted RiskMetrics’s proxy voting guidelines, as they may be amended by RiskMetrics from time to time, to further the interest of the funds’ shareholders with respect to proxy voting matters. A current summary of the pre-determined proxy voting guidelines adopted by RiskMetrics can be found at www.riskmetrics.com. The Proxy Review Committee will review the RiskMetrics proxy voting guidelines no less frequently than annually to assure that votes continue to be cast in the best interest of shareholders of the funds. Any changes in the guidelines will be communicated at least annually by the Proxy Review Committee to the Advisor’s Investment Policy Committee and the Chief Compliance Officer of the funds.

V. Recordkeeping

In accordance with Rule 204-2, under the Advisers Act, as amended, the Advisor must retain (1) its proxy voting policies and procedures; (2) proxy statements received regarding fund securities; (3) records of votes on behalf of the funds; (4) records of Fund requests for proxy voting information; and (5) any documents prepared by the Advisor that were material to making a decision how to vote, or that memorialized the basis for the decision. The Advisor may rely on proxy statements filed on the SEC’s EDGAR system (instead of keeping its own copies), as well as proxy statements and records of its votes cast that are maintained with an independent third party such as RiskMetrics, provided that the Advisor obtains an undertaking from the independent third party to provide a copy of the documents promptly upon request.

Proxy Voting Report

After commencement of operations, information regarding how each Fund voted proxies relating to portfolio securities during the most recent 12 month period end June 30 will be available (1) without charge, upon request, by calling 800-253-0412 toll free; (2) on the Funds’ website at [insert website location]; and (3) on the Commission’s website at http://www.sec.gov.

PORTFOLIO HOLDINGS DISCLOSURE PRACTICES

The disclosure policy of the Funds and the Advisor generally prohibits the disclosure of portfolio holdings information to any investor or third party before the same information is made publicly available. Employees of the Advisor and certain affiliates have ongoing access to nonpublic information concerning the Funds’ portfolio holdings and are prohibited from trading securities on the basis of this information. Such persons must report all personal securities trades and obtain pre-clearance for certain personal securities trades . Firms that provide administration, custody, financial, accounting, legal or other services to the Funds may receive nonpublic information about Fund portfolio holdings as needed for purposes relating to their services. Service providers are subject to a duty of confidentiality whether by contract, internal policies or procedures and/or pursuant to the requirements of a professional code.

Consistent with the portfolio holdings disclosure policy adopted by the Trust’s Board of Trustees, a Fund publicly discloses on each Business Day and on the Trust’s website, the identities and quantities its portfolio securities that will form the basis for the Fund’s calculation of NAV at the end of that Business Day. Consistent with this policy, a Fund also discloses through the NSCC and prior to the opening of the Exchange on each Business Day, the name and quantity of each security comprising the basket of securities to be deposited with or delivered by each Fund in connection with in-kind purchases and redemptions of Creation Units.

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No consideration may be received by a Fund, the Advisor, or any other person in connection with the disclosure of portfolio information.

The Board exercises oversight of the disclosure of Fund portfolio holdings by: (1) overseeing the implementation and enforcement of the policy, the Trust’s Code of Ethics and other relevant policies and procedures of the Trust and its service providers by the CCO; (2) considering reports and recommendations by the CCO concerning material compliance matters (as defined in Rule 38a-1 under the 1940 Act); and (3) considering proposed amendments to this policy. The Board also receives and reviews periodically and at least annually a list of the persons who receive nonpublic portfolio holdings information and the purposes for which it is furnished.

CODE OF ETHICS

Each of the Trust, the Advisor, and the Distributor maintains a Code of Ethics which permits the Trustees and certain employees of the Advisor and the Distributor to invest in securities for their own accounts, including securities that may be purchased or held by a Fund, subject to certain pre-clearance and blackout provisions that minimize potential conflicts of interest. Although they do permit these persons to trade in securities, including those in which a Fund may invest, they also contain significant safeguards designed to protect the Trust and its shareholders from abuses in this area, such as requirements to obtain prior approval for, and to report, particular transactions. Copies of these Codes of Ethics have been filed with the SEC as exhibits to the Trust’s Registration Statement.

TRUST EXPENSES

The Trust’s service providers bear all expenses in connection with the performance of their respective services, except that each Fund will bear the following expenses relating to its operations: taxes, interest, brokerage fees and commissions, if any, fees and travel expenses of the Trustees who are not partners, officers, directors, shareholders or employees of ,the Advisor, Huntington Bank, or their affiliates, SEC fees and state fees and expenses, certain insurance

premiums, outside and, to the extent authorized by the Trust, outside auditing and legal fees and expenses, fees charged by rating agencies in having a Fund’s shares rated, advisory and administration fees, fees and reasonable out-of-pocket expenses of the custodian and transfer agent, expenses incurred for pricing securities owned by a Fund, costs of maintenance of corporate existence, typesetting and printing prospectuses for regulatory purposes and for distribution to current shareholders, costs and expenses of shareholders and Trustee reports and meetings and any extraordinary expenses.

PORTFOLIO TURNOVER

The portfolio turnover rate of a Fund is defined by the SEC as the ratio of the lesser of annual sales or purchases to the monthly average value of the portfolio, excluding from both the numerator and the denominator securities with maturities at the time of acquisition of one year or less. Portfolio turnover generally involves some expense to a Fund, including brokerage commissions or dealer mark-ups and other transactions costs on the sale of securities and reinvestment in other securities.

DETERMINATION OF NET ASSET VALUE

Each Fund calculates it s NAV per share as of the close of the NYSE (normally 4:00 p.m. Eastern Time ) on each Business Day. The NAV per share is calculated by dividing the value of the net assets of a Fund ( that is the value of total assets less total liabilities) by the total number of shares outstanding.

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To calculate each Fund’s NAV per share, the Trust follows valuation procedures approved by the Board. Pursuant to these procedures, the Trust relies on certain security pricing services to provide current market values for each Fund’s portfolio securities. These security pricing services value equity securities (including foreign equity securities) traded on a securities exchange at the last reported sales price on the principal exchange. Equity securities quoted by NASDAQ are valued at the NASDAQ Official Closing Price. If there is no reported sale on the principal exchange and in the case of over-the-counter securities, equity securities are valued at a bid price estimated by the security pricing service. Foreign securities are subject to modification based on significant events. U.S. Government obligations are valued at the mean between the over-the-counter bid and ask prices furnished by the security pricing service. Debt securities traded on a national securities exchange or in the over the-counter market are valued at the last reported sales price on the principal exchange. If there is no reported sale on the principal exchange, and for all other debt securities, including zero-coupon securities, debt securities are valued at a bid price estimated by the security pricing service. Foreign securities quoted in foreign currencies are translated in U.S. dollars at the foreign exchange rate in effect as of the close of the Exchange (generally 4:00 p.m., Eastern Time) on the day the value of the foreign security is determined.

Options contracts are generally valued at the closing price if it is between the bid and asked prices as reported on days when the contracts are traded. If no trades are reported the mean of the bid and the asked prices is used as the value. Short-term investments with remaining maturities of 60 days or less at the time of purchase are valued at amortized cost. Investments in other open-end investment companies are valued at NAV (except ETFs which are valued consistent with the pricing process for equity securities) . In certain limited circumstances such as when a security’s closing price versus the prior day’s closing price exceeds a defined variance tolerance, or when a security’s closing price is unchanged as compared to the prior day’s closing price, a financial intermediary’s good faith determination of the fair value of a security or option may be used instead of its current market value, even if the security’s market price is readily available. In cases where market prices for portfolio securities are not readily available, a Pricing Committee established and appointed by the Trustees determines in good faith, subject to Trust procedures, the fair value of portfolio securities held by a Fund.

TAXES

Federal Income Taxation

Each Fund is treated as a separate corporation for federal income tax purposes. Each Fund has elected to be treated, and intends to qualify each year, as a regulated investment company (a “RIC”) under Subchapter M of the Code. Qualification as a RIC requires, among other things, that a Fund:

( 1 )

derive in each taxable year at least 90% of its gross income from: (a) dividends, interest, payments with respect to certain securities loans, and gains from the sales or other disposition of stock, securities or foreign currencies, or other income (including but not limited to gain from options, futures and forward contracts) derived with respect to its business of investing in such stock, securities or foreign currencies; and (b) net income derived from interests in certain publicly traded partnerships that are treated as partnerships for U.S. federal income tax purposes and that derive less than 90% of their gross income from the items described in (a) above (each a “Qualified Publicly Traded Partnership”); and

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( 2 )

diversify its holdings so that, at the end of each quarter of each taxable year: (a) at least 50% of the value of the Fund’s total assets is represented by (I) cash and cash items, U.S. government securities, the securities of other regulated investment companies and (II) other securities, with such other securities limited, in respect of any one issuer, to an amount not greater than 5% of the value of the Fund’s total assets and not more than 10% of the outstanding voting securities of such issuer and (b) not more than 25% of the value of the Fund’s total assets is invested in the securities (other than U.S. government securities and the securities of other regulated investment companies) of (I) any one issuer, (II) any two or more issuers that the Fund controls and that are determined to be engaged in the same or similar trades or businesses or related trades or businesses or (III) any one or more Qualified Publicly Traded Partnerships.

As a RIC, a Fund will not be subject to federal income tax on its “net investment income” (i.e., its investment company taxable income, as that term is defined in the Code, determined without regard to the deduction for dividends paid) and “net capital gain” (the excess of the Fund’s net long-term capital gain over net short-term capital loss), if any, that it distributes in each taxable year to its shareholders, provided that it distributes at least 90% of the sum of its investment company taxable income for such taxable year and its net tax-exempt interest income for such taxable year. However, a Fund will be subject to federal corporate income tax (currently at a maximum rate of 35%) on any undistributed income other than tax-exempt income and to alternative minimum tax (currently at a maximum rate of 20% for corporations such as a Fund) on alternative minimum taxable income.

If a Fund were to fail to qualify as a regulated investment company accorded special tax treatment in any taxable year, the Fund would be subject to tax on its income at corporate rates, and all distributions from earnings and profits, including any distribution of net tax-exempt income and net long-term capital gains, would be taxable to shareholders as ordinary income. In addition, a Fund could be required to recognize net unrealized gains, pay substantial taxes and interest, and make substantial distributions before requalifying as a regulated investment company that is accorded special tax treatment.

If a Fund fails to distribute in a calendar year substantially all of its ordinary income for such year and substantially all of its net capital gains for the year ending October 31 (or later if the Fund is permitted so to elect and so elects), plus any retained amount from the prior year, the Fund will be subject to a 4% excise tax on the under-distributed amounts. A dividend paid to shareholders by a Fund in January is generally deemed to have been paid by the Fund on December 31 of the preceding year, if the dividend was declared and payable to shareholders of record on a date in October, November or December of that preceding year. Each Fund intends generally to make distributions sufficient to avoid imposition of the 4% excise tax, although there can be no assurance that it will be able to do so.

Fund Distributions

Distributions from a Fund (other than exempt-interest dividends, as discussed below) will be taxable to shareholders as ordinary income to the extent derived from the Fund’s investment income and net short-term gains. Distributions of net capital gains (that is, the excess of net gains from capital assets held more than one year over net losses from capital assets held by a Fund for not more than one year) will be taxable to shareholders as such, regardless of how long a shareholder has held the Shares in a Fund. Distributions are taxable to shareholders even if they are paid from income or gains earned by a Fund before a shareholder’s investment (and thus were included in the price the shareholder paid). Distributions from capital gains are generally made after applying any available capital loss carryovers. Distributions reinvested in additional shares of a Fund through a dividend reinvestment service will be taxable to the same extent as if the distributions had been received in cash.

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Long-term capital gain rates applicable to non-corporate taxpayers have been temporarily reduced – in general, to 15% with lower rates applying to taxpayers in the 10% and 15% rate brackets – through December 31, 201 2 . For taxable years beginning on or before December 31, 201 2 , distributions of investment income properly designated by a Fund as derived from “qualified dividend income” are taxed at the rates applicable to long-term capital gains. Absent future congressional action, maximum tax rates for long-term capital gains applicable to non-corporate taxpayers will return to 20% and all investment income will be taxed pursuant to standard income rates.

In order for some portion of the dividends received by a Fund shareholder to be “qualified dividend income,” the Fund must meet holding period and other requirements with respect to some portion of the dividend-paying stocks in its portfolio and the shareholder must meet holding period and other requirements with respect to the Fund’s Shares. A dividend will not be treated as qualified dividend income (at either the Fund or shareholder level) (1) if the dividend is received with respect to any share of stock held for fewer than 61 days during the 120-day period beginning on the date which is 60 days before the date on which such share becomes ex-dividend with respect to such dividend (or, in the case of certain preferred stock, 91 days during the 180-day period beginning 90 days before such date), (2) to the extent that the recipient is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property, (3) if the recipient elects to have the dividend income treated as investment income for purposes of the limitation on deductibility of investment interest, or (4) if the dividend is received from a foreign corporation that is (a) not eligible for the benefits of a comprehensive income tax treaty with the United States (with the exception of dividends paid on stock of such a foreign corporation readily tradable on an established securities market in the Unites States) or (b) treated as a foreign personal holding company, foreign investment company, or passive foreign investment company.

In general, distributions of investment income designated by a Fund as derived from qualified dividend income will be treated as qualified dividend income by non-corporate taxpayers provided the shareholder meets the holding period and other requirements described above with respect to a Fund’s shares. If the aggregate qualified dividends received by a Fund during any taxable year are 95% or more of its gross income, then 100% of the Fund’s dividends (other than properly designated capital gain dividends) will be eligible to be treated as qualified dividend income. For this purpose, the only gain included in the term “gross income” is the excess of net short-term capital gain over net long-term capital loss.

Dividends of net investment income received by corporate shareholders of a Fund will qualify for the 70% dividends received deduction generally available to corporations to the extent of the amount of qualifying dividends received by a Fund from domestic corporations for the taxable year. A dividend received by a Fund will not be treated as a qualifying dividend (1) if the stock on which the dividend is paid is considered to be “debt-financed” (generally, acquired with borrowed funds), (2) if it has been received with respect to any share of stock that a Fund has held for less than 46 days (91 days in the case of certain preferred stock) during the 90-day period beginning on the date which is 45 days before the date on which such share becomes ex-dividend with respect to such dividend (during the 180-day period beginning 90 days before such date in the case of certain preferred stock) or (3) to the extent that a Fund is under an obligation (pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property. Moreover, the dividends received deduction may be disallowed or reduced (1) if the corporate shareholder fails to satisfy the foregoing requirements with respect to its shares of a Fund or (2) by application of the Code.

If a Fund distributes amounts in excess of the Fund’s “earnings and profits” (which provide a measure of a Fund’s dividend paying capacity for tax purposes), such excess distributions to shareholders will be treated as a return of capital to the extent of a shareholder’s basis in his or her shares, and thereafter as gain from the sale or exchange of a capital asset. A return of capital is not taxable to a shareholder but has the effect of reducing the shareholder’s basis in the relevant shares, thus reducing any loss or increasing any gain on a subsequent taxable disposition by a shareholder of his or her Shares. However, because a Fund’s expenses attributable to earning tax exempt income do not reduce the Fund’s current earnings and profits, a portion of any distribution in excess of a Fund’s net tax exempt and taxable income may be considered paid out of the Fund’s earnings and profits and may therefore be treated as a taxable dividend (even though that portion economically represents a return of the Fund’s capital).

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Dividends and distributions on a Fund’s Shares are generally subject to federal income tax as described herein to the extent they do not exceed the Fund’s realized income and gains, even though such dividends and distributions may economically represent a return of a particular shareholder’s investment. Such distributions are likely to occur in respect of shares purchased at a time when a Fund’s NAV reflects gains that are either unrealized, or realized but not distributed.

Hedging Transactions

Certain investment and hedging activities of a Fund, including transactions in options, futures contracts, straddles, forward contracts, foreign currencies, foreign securities, or other similar transactions, will be subject to special tax rules . In a given case, these rules may accelerate income to a Fund, defer losses to a Fund, cause adjustments in the holding periods of a Fund’s assets, convert long-term capital gains into short-term capital gains or convert short-term capital losses into long-term capital losses. These rules could therefore affect the amount, timing, and character of a Fund’s income and distributions to shareholders. Income earned as a result of these transactions would, in general, not be eligible for the dividends received deduction or for treatment as exempt-interest dividends when distributed to shareholders. Each Fund will endeavor to make any available elections pertaining to such transactions in a manner believed to be in the best interests of the Fund.

Certain of a Fund’s hedging activities (including its transactions, if any, in foreign currencies or foreign currency-denominated instruments) are likely to produce a difference between its book income and its taxable income. If a Fund’s book income exceeds its taxable income the distribution (if any) of such excess will be treated as (i) a dividend to the extent of the Fund’s remaining earnings and profits (including earnings and profits arising from tax-exempt income), (ii) thereafter as a return of capital to the extent of the recipient’s basis in the shares, and (iii) thereafter as gain from the sale or exchange of a capital asset. If a Fund’s book income i s less than its taxable income, the Fund could be required to make distributions exceeding book income to qualify as a regulated investment company that is accorded special tax treatment.

Foreign Currency-Denominated Securities and Related Hedging Transactions

A Fund’s transactions in foreign currency-denominated debt securities, certain foreign currency options, futures contracts, and forward contracts may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned .

Foreign Investments

If a Fund purchases foreign securities, its investment income may be subject to foreign withholding or other taxes that could reduce the return on these securities. Tax treaties between the United States and foreign countries, however, may reduce or eliminate the amount of foreign taxes to which a Fund would be subject. The effective rate of foreign tax cannot be predicted since the amount of Fund assets to be invested within various countries is uncertain. However, each Fund intends to operate so as to qualify for treaty-reduced tax rates when applicable.

Distributions from a Fund may be based on estimates of book income for the year. Book income generally consists solely of the coupon income generated by the portfolio, whereas tax-basis income includes gains or losses attributable to currency fluctuation. Due to differences in the book and tax treatment of fixed income securities denominated in foreign currencies, it is difficult to project currency effects on an interim basis.

Therefore, to the extent that currency fluctuations cannot be anticipated, a portion of distributions to shareholders could later be designated as a return of capital, rather than income, for income tax purposes, which may be of particular concern to simple trusts.

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Foreign Tax Credit

Investment by a Fund in “passive foreign investment companies” could subject the Fund to a U.S. federal income tax or other charge on the proceeds from the sale of its investment in such a company; however, this tax can be avoided by making an election to mark such investments to market annually or to treat the passive foreign investment company as a “qualified electing Fund.”

A “passive foreign investment company” is any foreign corporation: ( 1 ) 75 percent or more of the income of which for the taxable year is passive income, or ( 2 ) the average percentage of the assets of which (generally by value, but by adjusted tax basis in certain cases) that produce or are held for the production of passive income is at least 50 percent. Generally, passive income for this purpose means dividends, interest (including income equivalent to interest), royalties, rents, annuities, the excess of gain over losses from certain property transactions and commodities transactions, and foreign currency gains. Passive income for this purpose does not include rents and royalties received by the foreign corporation from active business and certain income received from related persons. A Fund’s investments in foreign securities may be subject to withholding taxes at the source on dividends or interest payments.

Sale or Redemption of Shares

The sale, exchange or redemption of a Fund’s shares may give rise to a gain or loss. In general, any gain or loss realized upon a taxable disposition of s hares will be treated as long-term capital gain or loss if the shares have been held for more than 12 months. Otherwise the gain or loss on the sale, exchange or redemption of a Fund’s s hares will be treated as short-term capital gain or loss. However, if a shareholder sells a Fund’s s hares at a loss within six months of purchase, any loss will be disallowed for Federal income tax purposes to the extent of any exempt-interest dividends received on such shares. In addition, any loss (not already disallowed as provided in the preceding sentence) realized upon a taxable disposition of a Fund’s s hares held for six months or less will be treated as long-term, rather than short-term, to the extent of any long-term capital gain distributions received by the shareholder with respect to the Fund’s s hares. All or a portion of any loss realized upon a taxable disposition of a Fund’s Shares will be disallowed if other Shares of the same Fund are purchased within 30 days before or after the disposition. In such a case, the basis of the newly purchased Fund s hares will be adjusted to reflect the disallowed loss.

Purchase and Redemption of Creation Units

To the extent that a Fund purchases or redeems shares in exchange for securities, the investor will recognize a gain or loss equal to the difference between the market value of the Creation Unit at the time and the investor’s aggregate basis in the securities surrendered and the amount of any cash paid for the Creation Unit. An investor who redeems a Creation Unit for securities or securities and cash will generally recognize a gain or loss equal to the difference between the investor’s basis in the Creation Unit and the aggregate market value of the securities and cash received for the Creation Unit. The Internal Revenue Service, however, may assert that a loss realized upon an exchange of primarily securities for a Creation Unit cannot be deducted currently under the rules governing “wash sales,” or on the basis that there has been no significant change in economic position. Persons exchanging securities should consult their own tax advisor with respect to whether wash sale rules apply and when a loss might be deductible.

Under current federal tax laws, any capital gain or loss realized upon redemption of a Creation Unit is generally treated as long-term capital gain or loss if the shares have been held for more than one year and as short-term capital gain or loss if the shares have been held for one year or less.

If you purchase or redeem Creation Units, you will be sent a confirmation statement showing how many shares of a Fund you purchased and sold and at what price.

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Backup Withholding

In general, a Fund is required to withhold and remit to the U.S. Treasury a percentage of the proceeds of share sales, exchanges, or redemptions made by and taxable dividends and other distributions paid to any individual shareholder who fails to properly furnish the Fund with a correct taxpayer identification number (“TIN”), who has under-reported dividend or interest income, or who fails to certify to the Fund that he or she is a United States person and is not subject to such withholding. T he backup withholding tax rate is 28% for amounts paid through 201 2.

The Service recently revised its regulations affecting the application to foreign investors of the back-up withholding and withholding tax rules described above. In some circumstances, the new rules increase the certification and filing requirements imposed on foreign investors in order to qualify for exemption from the back-up withholding tax rates and for reduced withholding tax rates under income tax treaties. Foreign investors in the Fund should consult their tax advisors with respect to the potential application of these new regulations.

Securities Issued or Purchased at a Discount

A Fund investment in securities issued at a discount and certain other obligations will (and investments in securities purchased at a discount may) require a Fund to accrue and distribute income not yet received. In order to generate sufficient cash to make the requisite distributions, a Fund may be required to sell securities in its portfolio that it otherwise would have continued to hold.

Shares Purchased Through Tax-Qualified Plans

Special tax rules apply to investments purchased though defined contribution plans and other tax-qualified plans. Shareholders should consult their tax advis o r to determine the suitability of shares of a Fund as an investment through such plans and the precise effect of an investment on their particular tax situation.

Unrelated Business Taxable Income

Under current law, a Fund generally serves to block unrelated business taxable income (“UBTI”) from being realized by its tax-exempt shareholders. Notwithstanding the foregoing, a tax-exempt shareholder could realize UBTI by virtue of its investment in a Fund if either: (1) the Fund invests in REITs that hold residual interests in real estate mortgage investment conduits (“REMICs”); or (2) shares in a Fund constitute debt-financed property in the hands of the tax-exempt shareholder within the meaning of Code Section 514(b). If a charitable remainder trust (as defined in Code Section 664) realizes any UBTI for a taxable year, it will lose its tax-exempt status for the year.

Foreign Shareholders

Foreign shareholders (i.e., nonresident alien individuals and foreign corporations, partnerships, trusts and estates) are generally subject to U.S. withholding tax at the rate of 30% (or a lower tax treaty rate) on distributions derived from net investment income and short-term capital gains. For tax years beginning before January 1, 2012, “interest related dividends” and “short-term capital gain dividends” generally will not be subject to U.S. withholding taxes. Distributions to foreign shareholders of such short-term capital gain dividends, long-term capital gains and any gains from the sale or other disposition of shares of a Fund generally are not subject to U.S. taxation, unless the recipient is an individual who either (1) meets the Code’s definition of “resident alien” or (2) is physically present in the U.S. for 183 days or more per year. Different tax consequences may result if the foreign shareholder is engaged in a trade or business within the United States. In addition, the tax consequences to a foreign shareholder entitled to claim the benefits of a tax treaty may be different than those described above.

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The foregoing is only a summary of some of the important federal income tax considerations generally affecting purchases of shares of a Fund. No attempt is made to present a detailed explanation of the federal income tax treatment of each Fund or its shareholders, and this discussion is not intended as a substitute for careful tax planning. Accordingly, investors are urged to consult their tax advisors with specific reference to their own tax situation.

DIVIDENDS AND DISTRIBUTIONS

Each Fund will declare and distribute dividends from net investment income, if any, and will distribute its net realized capital gains, if any, at least annually.

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APPENDIX 1

INVESTMENT RATINGS

The NRSROs that may be utilized by the Funds with regard to portfolio investments for the Funds include Moody’s, S&P, Fitch, and A.M. Best. Set forth below is a description of the relevant ratings of each such NRSRO. The NRSROs that may be utilized by the Funds and the description of each NRSRO’s ratings is as of the date of this SAI, and may subsequently change.

MOODY’S LONG-TERM DEBT RATINGS

Aaa-- Bonds and preferred stock which are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as “gilt edged.” Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues.

Aa-- Bonds and preferred stock which are rated Aa are judged to be of high quality by all standards. Together with the Aaa group they comprise what are generally known as high-grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risk appear somewhat larger than the Aaa securities.

A-- Bonds and preferred stock which are rated A possess many favorable investment attributes and are to be considered as upper-medium-grade obligations. Factors giving security to principal and interest are considered adequate, but elements may be present which suggest a susceptibility to impairment some time in the future.

NR--Indicates that both the bonds and the obligor or credit enhancer are not currently rated by S&P or Moody’s with respect to short-term indebtedness. However, management considers them to be of comparable quality to securities rated A-1 or P-1.

NR(1)--The underlying issuer/obligor/guarantor has other outstanding debt rated AAA by S&P or Aaa by Moody’s.

NR(2)--The underlying issuer/obligor/guarantor has other outstanding debt rated AA by S&P or Aa by Moody’s.

NR(3)--The underlying issuer/obligor/guarantor has other outstanding debt rated A by S&P or Moody’s.

S&P LONG-TERM DEBT RATING DEFINITIONS

AAA--Highest credit quality. ‘AAA’ ratings denote the lowest expectation of credit risk. They are assigned only in case of exceptionally strong capacity for timely payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.

AA--Very high credit quality. ‘AA’ ratings denote a very low expectation of credit risk. They indicate very strong capacity for timely payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.

A--High credit quality. ‘A’ ratings denote a low expectation of credit risk. The capacity for timely payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to changes in circumstances or in economic conditions than is the case for higher ratings.

BBB--Good credit quality. ‘BBB’ ratings indicate that there is currently a low expectation of credit risk. The capacity for timely payment of financial commitments is considered adequate, but adverse changes in circumstances and in economic conditions are more likely to impair this capacity. This is the lowest investment-grade category.

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BB--Speculative. ‘BB’ ratings indicate that there is a possibility of credit risk developing, particularly as the result of adverse economic change over time; however, business or financial alternatives may be available to allow financial commitments to be met. Securities rated in this category are not investment grade.

B--Highly speculative. ‘B’ ratings indicate that significant credit risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is contingent upon a sustained, favorable business and economic environment.

CCC, CC, C--High default risk. Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon sustained, favorable business or economic developments. A ‘CC’ rating indicates that default of some kind appears probable. ‘C’ ratings signal imminent default.

FITCH LONG-TERM DEBT RATING DEFINITIONS

AAA--Highest credit quality. ‘AAA’ ratings denote the lowest expectation of credit risk. They are assigned only in case of exceptionally strong capacity for timely payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.

AA--Very high credit quality. ‘AA’ ratings denote a very low expectation of credit risk. They indicate very strong capacity for timely payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.

A--High credit quality. ‘A’ ratings denote a low expectation of credit risk. The capacity for timely payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to changes in circumstances or in economic conditions than is the case for higher ratings.

BB--Speculative. ‘BB’ ratings indicate that there is a possibility of credit risk developing, particularly as the result of adverse economic change over time; however, business or financial alternatives may be available to allow financial commitments to be met. Securities rated in this category are not investment grade.

B--Highly speculative. ‘B’ ratings indicate that significant credit risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is contingent upon a sustained, favorable business and economic environment.

CCC, CC, C--High default risk. Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon sustained, favorable business or economic developments. A ‘CC’ rating indicates that default of some kind appears probable. ‘C’ ratings signal imminent default.

MOODY’S COMMERCIAL PAPER RATINGS

Prime-1--Issuers rated Prime-1 (or supporting institutions) have a superior ability for repayment of senior short-term debt obligations. Prime-1 repayment ability will often be evidenced by many of the following characteristics: leading market positions in well established industries, high rates of return on funds employed, conservative capitalization structure with moderate reliance on debt and ample asset protection, broad margins in earning coverage of fixed financial charges and high internal cash generation, and well-established access to a range of financial markets and assured sources of alternate liquidity.

Prime-2--Issuers rated Prime-2 (or supporting institutions) have a strong ability for repayment of senior short-term debt obligations. This will normally be evidenced by many of the characteristics cited above, but to a lesser degree. Earnings trends and coverage ratios, while sound, will be more subject to variation. Capitalization characteristics, while still appropriate, may be more affected by external conditions. Ample alternate liquidity is maintained.

S&P SHORT-TERM MUNICIPAL OBLIGATION RATINGS

An S&P note rating reflects the liquidity concerns and market access risks unique to notes.

SP-1-- Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus sign (+) designation.

SP-2--Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.

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FITCH SHORT-TERM DEBT RATING DEFINITIONS

F-1--Indicates the strongest capacity for timely payment of financial commitments relative to other issuers or issues in the same country. Under their national rating scale, this rating is assigned to the “best” credit risk relative to all others in the same country and is normally assigned to all financial commitments issued or guaranteed by the sovereign state. Where the credit risk is particularly strong, a “+” is added to the assigned rating.

F-2--Indicates a satisfactory capacity for timely payment of financial commitments relative to other issuers or issues in the same country. However, the margin of safety is not as great as in the case of the higher ratings.

F-3--Indicates an adequate capacity for timely payment of financial commitments relative to other issuers or issues in the same country. However, such capacity is more susceptible to near-term adverse changes than for financial commitments in higher rated categories.

MOODY’S SHORT-TERM MUNICIPAL OBLIGATION RATINGS

Moody’s short-term ratings are designated Moody’s Investment Grade (MIG or VMIG). (See below.) The purpose of the MIG or VMIG ratings is to provide investors with a simple system by which the relative investment qualities of short-term obligations may be evaluated.

MIG1--This designation denotes best quality. There is present strong protection by established cash flows, superior liquidity support or demonstrated broad based access to the market for refinancing.

MIG2--This designation denotes high quality. Margins of protection are ample although not so large as in the preceding group.

A.M. BEST LONG-TERM DEBT RATINGS

An A.M. Best Long-Term Debt Rating (issue credit rating) is an opinion as to the issuer’s ability to meet its financial obligations to security holders when due. These ratings are assigned to debt and preferred stock issues.

aaa—Exceptional. Assigned to issues where the issuer has, in A.M. Best’s opinion, an exceptional ability to meet the terms of the obligation.

aa—Very Strong. Assigned to issues where the issuer has, in A.M. Best’s opinion, a very strong ability to meet the terms of the obligation.

a—Strong. Assigned to issues where the issuer has, in A.M. Best’s opinion, a strong ability to meet the terms of the obligation.

bbb—Adequate. Assigned to issues where the issuer has, in A.M. Best’s opinion, an adequate ability to meet the terms of the obligation; however, is more susceptible to changes in economic or other conditions.

bb—Speculative. Assigned to issues where the issuer has, in A.M. Best’s opinion, speculative credit characteristics, generally due to a moderate margin of principal and interest payment protection and vulnerability to economic changes.

b—Very Speculative. Assigned to issues where the issuer has, in A.M. Best’s opinion, very speculative credit characteristics, generally due to a modest margin of principal and interest payment protection and extreme vulnerability to economic changes.

ccc, cc, c—Extremely Speculative. Assigned to issues where the issuer has, in A.M. Best’s opinion, extremely speculative credit characteristics, generally due to a minimal margin of principal and interest payment protection and/or limited ability to withstand adverse changes in economic or other conditions.

d—In Default. In default on payment of principal, interest or other terms and conditions. The rating also is utilized when a bankruptcy petition, or similar action, has been filed.

Ratings from “aa” to “ccc” may be enhanced with a “+” (plus) or “-” (minus) to indicate whether credit quality is near the top or bottom of a category. A company’s Long-Term Credit Rating also may be assigned an Under Review modifier (“u”) that generally is event-driven (positive, negative or developing) and indicates that the company’s A.M. Best Rating opinion is under review and may be subject to near-term change.

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Ratings prefixed with an (“i”) denote indicative ratings. Ratings may also be assigned a Public Data modifier (“pd”) which indicates that a company does not subscribe to A.M. Best’s interactive rating process.

A.M. BEST SHORT-TERM DEBT RATINGS

An A.M. Best Short-Term Debt Rating (issue credit rating) is an opinion as to the issuer’s ability to meet its obligations having maturities generally less than one year, such as commercial paper.

AMB-1+ —Strongest. Assigned to issues where the issuer has, in A.M. Best’s opinion, the strongest ability to repay short-term debt obligations.

AMB-1 —Outstanding. Assigned to issues where the issuer has, in A.M. Best’s opinion, an outstanding ability to repay short-term debt obligations.

AMB-2 —Satisfactory. Assigned to issues where the issuer has, in A.M. Best’s opinion, a satisfactory ability to repay short-term debt obligations.

AMB-3 —Adequate. Assigned to issues where the issuer has, in A.M. Best’s opinion, an adequate ability to repay short-term debt obligations; however, adverse economic conditions will likely lead to a reduced capacity to meet its financial commitments on short-term debt obligations.

AMB-4 —Speculative. Assigned to issues where the issuer has, in A.M. Best’s opinion, speculative credit characteristics and is vulnerable to economic or other external changes, which could have a marked impact on the company’s ability to meet its commitments on short-term debt obligations.

d—In Default. In default on payment of principal, interest or other terms and conditions. The rating also is utilized when a bankruptcy petition, or similar action, has been filed.

A company’s Short-Term Credit Rating also may be assigned an Under Review modifier (“u”) that generally is event-driven (positive, negative or developing) and indicates that the company’s A.M. Best Rating opinion is under review and may be subject to near-term change. Ratings prefixed with an (“i”) denote indicative ratings.

A.M. BEST RATING OUTLOOK

A.M. Best Credit Ratings (aaa to c) are assigned a Rating Outlook that indicates the potential direction of a company’s rating for an intermediate period, generally defined as the next 12 to 36 months. Public Data Ratings are not assigned an Outlook. Ratings Outlooks are as follows:

Positive—Indicates a company’s financial/market trends are favorable, relative to its current rating level, and if continued, the company has a good possibility of having its rating upgraded.

Negative—Indicates a company is experiencing unfavorable financial/market trends, relative to its current rating level, and if continued, the company has a good possibility of having its rating downgraded.

Stable—Indicates a company is experiencing stable financial/market trends and that there is a low likelihood that its rating will change in the near term.

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APPENDIX 2

SERVICE PROVIDER ADDRESSES

Huntington Strategy Shares

P.O. Box 6110,

Indianapolis, IN 46206-6110

Distributor

SEI Investments Distribution Co.

One Freedom Valley Drive

Oaks, PA 19456

Investment Advisor

Huntington Asset Advisors, Inc.

41 South High Street

Columbus, OH 43287

Administrator, Fund Accountant & Transfer Agent

Citi Fund Services Ohio, Inc.

3435 Stelzer Road

Columbus, OH 43219

Custodian

Citibank, N.A.

388 Greenwich Street

New York, NY 10048

Fund Counsel

Bernstein Shur

100 Middle Street, 6^th Floor

P.O. Box 9729

Portland, ME 04104-5029

Independent Counsel to the Independent Trustees

Sullivan & Worcester LLP

One Post Office Square
Boston, MA 02109

Independent Registered Public Accounting Firm

[to be provided by amendment]

PART C: OTHER INFORMATION



Item 28.		Exhibits

(a)(1)		Certificate of Trust of Huntington Strategy Shares (the “Trust” or the “Registrant”) (Exhibit incorporated herein by reference as filed as Exhibit (a)(1) to Registrant’s Initial Registration Statement on Form N-1A via EDGAR on November 19, 2010, accession number 0001506213-10-000011) .

(a)(2)		Registrant’s Agreement and Declaration of Trust (Exhibit incorporated herein by reference as filed as Exhibit (a)(2) to Registrant’s Initial Registration Statement on Form N-1A via EDGAR on November 19, 2010, accession number 0001506213-10-000011) .

(b)		Registrant’s By-Laws (Exhibit incorporated herein by reference as filed as Exhibit (b) to Registrant’s Initial Registration Statement on Form N-1A via EDGAR on November 19, 2010, accession number 0001506213-10-000011) .

(c)		See Article V and Article VII, Sections 1 and 4 of the Agreement and Declaration of Trust as filed as Exhibit (a)(2).
(d)(1)		Advisory Agreement between the Registrant and Huntington Asset Advisors, Inc. (“Huntington”) , to be filed by amendment.

(e)(1)		Distribution Agreement between the Registrant and SEI Investments Distribution Co., to be filed by amendment.

(e)(2)		Form of Authorized Participant Agreement, to be filed by amendment.

(f)		Not applicable.

(g)		Custody Agreement between the Registrant and Citibank, N.A., to be filed by amendment.

(h)(1)		Services Agreement between the Registrant and Citi Fund Services Ohio, Inc., to be filed by amendment.

(h)(2)		Expense Limitation Agreement between the Registrant and Huntington Asset Advisors, Inc., to be filed by amendment.

(i)		Opinion and Consent of Counsel, Bernstein Shur LLP, to be filed by amendment.

(j)		Consent of independent registered public accountants, to be filed by amendment.

(k)		Not applicable.

(l)(1)		Subscription Agreement between the Registrant and [Agent], to be filed by amendment.

(l)(2)		Letter of Representations between the Registrant and Depository Trust Company, to be filed by amendment.

(m)		Distribution Plan, to be filed by amendment.

(n)		Not applicable.

(o)		Power of Attorney



Item 28.		Exhibits

(o)(1)		Conformed Power of Attorney for B. Randolph Bateman, Trustee and President of Registrant (Exhibit incorporated herein by reference as filed as Exhibit (o)(1) to Registrant’s Initial Registration Statement on Form N-1A via EDGAR on November 19, 2010, accession number 0001506213-10-000011).

(o)( 2 )		Conformed Power of Attorney for David S. Schoedinger, Trustee of Registrant (Exhibit incorporated herein by reference as filed as Exhibit (o)(3) to Registrant’s Initial Registration Statement on Form N-1A via EDGAR on November 19, 2010, accession number 0001506213-10-000011).

(o)( 3 )		Conformed Power of Attorney for Tadd C. Seitz, Trustee of Registrant (Exhibit incorporated herein by reference as filed as Exhibit (o)(4) to Registrant’s Initial Registration Statement on Form N-1A via EDGAR on November 19, 2010, accession number 0001506213-10-000011).

(o)( 4 )		Conformed Power of Attorney for Mark D. Shary, Trustee of Registrant (Exhibit incorporated herein by reference as filed as Exhibit (o)(5) to Registrant’s Initial Registration Statement on Form N-1A via EDGAR on November 19, 2010, accession number 0001506213-10-000011).

(o)( 5 )		Conformed Power of Attorney for Thomas J. Westerfield, Trustee of Registrant (Exhibit incorporated herein by reference as filed as Exhibit (o)(6) to Registrant’s Initial Registration Statement on Form N-1A via EDGAR on November 19, 2010, accession number 0001506213-10-000011).

(o)( 6 )		Conformed Power of Attorney for William H. Zimmer, Trustee of Registrant (Exhibit incorporated herein by reference as filed as Exhibit (o)(8) to Registrant’s Initial Registration Statement on Form N-1A via EDGAR on November 19, 2010, accession number 0001506213-10-000011).

(o)( 7 )		Conformed Power of Attorney for R. Jeffrey Young, Chief Executive Officer of Registrant (Exhibit incorporated herein by reference as filed as Exhibit (o)(9) to Registrant’s Initial Registration Statement on Form N-1A via EDGAR on November 19, 2010, accession number 0001506213-10-000011).

(o)( 8 )		Conformed Power of Attorney for Robert Silva, Chief Financial Officer/Treasurer of Registrant (filed herewith).

(p)(1)		Code of Ethics for the Registrant, to be filed by amendment.

(p)(2)		Code of Ethics of Huntington Asset Advisors, Inc., to be filed by amendment.

(p)(3)		Code of Ethics of SEI Investments Distribution Co. , to be filed by amendment.

Item 29. Persons Controlled by or under Common Control with the Fund

The Huntington Funds, another registered open-end investment company, may be deemed to be under common control with the Registrant as they share a common investment adviser.

Item 30. Indemnification

See VII of the Agreement and Declaration of Trust as filed as Exhibit (a)(2) with respect to arrangements for the indemnification of directors and officers.

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 31. Business and other Connections of the Investment Adviser

Huntington serves as the investment adviser to the Registrant. Huntington is a wholly owned subsidiary of The Huntington National Bank. To the knowledge of the Registrant, none of the directors or officers of Huntington who are set forth below, is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation or employment of a substantial nature, except that certain directors and executive officers also hold various positions with and engage business for The Huntington National Bank.

The directors and officers of Huntington are:

Director:

B. Randolph Bateman

President/Chief Investment Officer:

B. Randolph Bateman

Senior Vice Presidents:

Kirk Mentzer

Christopher M. Rowane

Paula Jurcenko

Vice Presidents:

Paul Koscik

Craig J. Hardy

Madelynn Matlock

William G. Doughty

Gustave Seadongood

Kathy Stylarek

Randy Hare

Chad Oviatt

Peter Sorrentino

Brian Salerno

Paul Atwood

Herbert Chen

Secretary and Chief Compliance Officer:

Ronald J. Corn

Treasurer and Chief Financial Officer:

David Castor

Item 32. Principal Underwriters

(a)

Registrant’s distributor, SEI Investments Distribution Co. (the “Distributor”), acts as distributor for:

SEI Daily Income Trust

BlackRock Funds III (f/k/a Barclays Global Investors Funds)

SEI Liquid Asset Trust

SEI Opportunity Fund, LP

SEI Tax Exempt Trust

The Arbitrage Funds

SEI Institutional Managed Trust

The Turner Funds

SEI Institutional International Trust

Community Reinvestment Act Qualified Investment Fund

The Advisors’ Inner Circle Fund

SEI Alpha Strategy Portfolios, LP

The Advisors’ Inner Circle Fund II

TD Asset Management USA Funds

Bishop Street Funds

SEI Structured Credit Fund, LP

SEI Asset Allocation Trust

Wilshire Mutual Funds, Inc.

SEI Institutional Investments Trust

Wilshire Variable Insurance Trust

CNI Charter Funds

Global X Funds

iShares Inc.

ProShares Trust II

iShares Trust

FaithShares Trust

Optique Funds, Inc. (f/k/a/ Johnson Family Funds, Inc.)

Schwab Strategic Trust

Causeway Capital Management Trust

The Distributor provides numerous financial services to investment managers, pension plan sponsors, and bank trust departments. These services include portfolio evaluation, performance measurement and consulting services (“Funds Evaluation”) and automated execution, clearing and settlement of securities transactions (“MarketLink”).

(b)

The directors and officers of SEI Investments Distribution Co. are as follows:


Name	Position and Office with Underwriter	Positions and Offices with Registrant
William M. Doran	Director	None
Edward D. Loughlin	Director	None
Wayne M. Withrow	Director	None
Kevin P. Barr	President & Chief Executive Officer	None
Maxine J. Chou	Chief Financial Officer, Chief Operations Officer & Treasurer	None
John C. Munch	General Counsel & Secretary	None
Karen E. LaTourette	Chief Compliance Officer, Anti-Money Laundering Officer and Assistant Secretary	None
Mark J. Held	Senior Vice President	None
Lori L. White	Vice President & Assistant Secretary	None
John P. Coary	Vice President and Assistant Secretary	None
John J. Cronin	Vice President	None
Robert M. Silvestri	Vice President	None

Item 33. Location of Accounts and Records:

Registrant:

2960 North Meridian Street, Suite 300, Indianapolis, IN 46208

Huntington:

41 South High Street, Columbus, Ohio 43215

Distributor:

One Freedom Valley Drive, Oaks, Pennsylvania 19456

Transfer Agent/Fund Accountant:

3435 Stelzer Road, Columbus, Ohio 43219

Custodian:

388 Greenwich Street, New York, New York 10048

.Item 34. Management Services

Not Applicable.

Item 35. Undertakings

Not Applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portland, Maine on the 8th day of April , 20 11 .



Huntington Strategy Shares
(Registrant)

By:		/s/ R. Jeffrey Young
		R. Jeffery Young *
		Principal Executive Officer

By:		/s/ Leslie K. Klenk
		Leslie K. Klenk
		as attorney-in-fact

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:



Signature	Title	Date

/s/ B. Randolph Bateman	Trustee/President	April 11, 2011
B. Randolph Bateman*

/s/ Tadd C. Seitz	Trustee	April 11, 2011
Tadd C. Seitz*

/s/ David S. Schoedinger	Trustee/Chairman	April 11, 2011
David S. Schoedinger*

/s/ Mark J. Shary	Trustee	April 11, 2011
Mark J. Shary*

/s/ Thomas J. Westerfield	Trustee	April 11, 2011
Thomas J. Westerfield*

/s/ William H. Zimmer	Trustee	April 11, 2011
William H. Zimmer*

/s/ R. Jeffrey Young	Chief Executive Officer	April 11, 2011
R. Jeffrey Young*	(Principal Executive Officer)

/s/ Robert Silva	Treasurer	April 11, 2011
Robert Silva*	(Principal Financial Officer)

*By: /s/ Leslie K. Klenk		April 11, 2011
Leslie K. Klenk As attorney-in-fact

* Pursuant to the power of attorney for Robert Silva filed herewith and the powers of attorney for Messrs. Bateman, Seitz, Schoedinger, Sharey, Westerfield, Zimmer, and Young incorporated herein by reference as filed with the Registrant’s Initial Registration Statement on Form N-1A filed via EDGAR on November 19, 2010, accession number 0001506213-10-000011.

List of Exhibits

Exhibit Index



Exhibit Number		Exhibit:


EX-99.o8 1		Conformed Power of Attorney for Robert Silva, Chief Financial Officer/Treasurer of Registrant


	REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933	x

	PRE-EFFECTIVE AMENDMENT NO. 1 ¨

	POST-EFFECTIVE AMENDMENT NO. __ ¨

	and/or

	REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	x

	AMENDMENT NO. 1 ¨


More information about the Funds is available free upon request, including the following: Annual and Semi-Annual Reports Additional information about the Funds’ investments will be available in the Funds’ annual and semi-annual reports to shareholders upon issuance. In the Funds’ annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Funds’ performance during its last fiscal year. Statement of Additional Information (SAI) The SAI provides more detailed information about the Funds and their policies. A current SAI is on file with the SEC and is incorporated by reference into (considered a legal part of) this Prospectus.	Huntington Asset Advisors, Inc., a wholly-owned subsidiary of The Huntington National Bank, is the Advisor to Huntington Strategy Shares. SEI Investments Distribution Co. is the Distributor. To obtain the SAI, Annual Report, Semi-Annual Report and other information without charge, and to make inquiries: Call (800) 253-0412 Write Huntington Strategy Shares, P.O. Box 6110, Indianapolis, IN 46206-6110 Log on the Internet You may also access Fund information, including copies of the most current SAI and annual and semi-annual reports, at [ www.huntingtonstrategyshares.com ] from the EDGAR Database on the SEC’s web site at www.sec.gov. The SEC’s web site contains text-only versions of documents relating to Huntington Strategy Shares. Contact the SEC Call (202) 551-8090 about visiting the SEC’s Public Reference Room in Washington D.C. to review and copy information about the Funds. Alternatively, you may send your request to the SEC by e-mail at publicinfo@sec.gov or by mail with a duplicating fee to the SEC’s Public Reference Section, Washington, D.C. 20549-1520.
Huntington Strategy Shares Investment Company Act No. 811- 22497
Not A Deposit • Not FDIC Insured • May Lose Value • No Bank Guarantee • Not Insured By Any Government Agency


Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee	0 .60 %
Distribution and/or Service Fee (12b-1) Fees	None
Other Expenses⁽ ² )	0.71%
Acquired Fund Fees and Expenses	None
Total Annual Operating Expenses ⁽ ² ⁾	1.31%
Expense Reduction/Reimbursement⁽ ³ ⁾	0.36%
Total Annual Fund Operating Expenses After Fee Waiver/Expense Reimbursement	0.95%


Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee	0.60%
Distribution and/or Service Fee (12b-1) Fees	None
Other Expenses ⁽ ² )	0.71%
Acquired Fund Fees and Expenses	None
Total Annual Operating Expenses ⁽ ² ⁾	1.31%
Expense Reduction/Reimbursement⁽ ³ ⁾	0.36%
Total Annual Fund Operating Expenses After Fee Waiver/Expense Reimbursement	0.95%



Fund	Annual Rate
Huntington US Equity Rotati on Strategy ETF	0.60%
Huntington EcoLogical Strategy ETF	0.60%


Series of the Trust	NYSE Arca Ticker Symbol
Huntington US Equity Rotati on Strategy ETF	HUSE
Huntington EcoLogical Strategy ETF	HECO


Term	Definition
Advisor	Huntington Asset Advisors, Inc.
Advisers Act	Investment Advisers Act of 1940, as amended
Authorized Participant	An entity that has entered a Participant Agreement with the Distributor and Transfer Agent with respect to the offer and sale of a Fund’s Creation Units and is either a participant in the CNS System or is a DTC Participant.
Board	Board of Trustees of the Trust
Business Day	Any day that the Exchange in open for business. As of the date of this Prospectus, the Exchange observes the following holidays: New Year’s Day, Martin Luther King. Jr. Day, President’s Day (Washington’s Birthday), Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
Citi	Citi Fund Services Ohio, Inc., the administrator, fund accountant and transfer agent of the Trust.
CNS System	Continuous Net Settlement System of the NSCC
Code	Internal Revenue Code of 1986, as amended
Commission	U.S. Securities and Exchange Commission
Creation Unit	Block of 25,000 Fund shares
Custodian	Citibank, N.A.
Distributor	SEI Investments Distribution Co.
DTC	Depository Trust Company
DTC Participant	An entity for which DTC holds securities
ETF	Exchange-traded fund
Exchange	NYSE Arca, Inc.
Fund	Each a separate series of the Trust, currently Huntington US Equity Rotati on Strategy ETF and Huntington EcoLogical Strategy ETF
Independent Trustees	Trustees who are not “interested persons” of the Trust, as defined in the 1940 Act.
Interested Trustees	Trustees who are “interested persons” of the Trust, as defined in the 1940 Act.
NAV	Net asset value
NRSRO	Nationally Recognized Statistical Ratings Organization such as Moody’s Investor Service (“Moody’s”) or Standard & Poor’s (“S&P”).
NSCC	National Securities Clearing Corporation, a clearing agency registered with the Commission.
Transfer Agent	Citi
1933 Act	Securities Act of 1933, as amended.
1934 Act	Securities Act of 1934, as amended.
1940 Act	The Investment Company Act of 1940, as amended.


	Huntington US Equity Rotati on Strategy ETF	Huntington EcoLogical Strategy ETF
Equity Securities
Common Stocks	P	P
Preferred Stocks	A	A
Exchange-Traded Funds	A	A
Interests in Other Business Organizations	N	A
Real Estate Investment Trusts	A	A
Fixed Income Securities
Convertible Securities	A	A
Corporate Debt Securities	A	A
Money Market Securities: Bank Obligations	A	A
Money Market Securities: Commercial Paper/Variable Am oun t Master Demand Notes	A	A
Money Market Securities: Variable Rate Demand Notes	A	A
Money Market Securities: Other	A	A
U.S. Government Securities	A	A
Fixed Income Securities (cont.)
Zero Coupon Securities	A	A
Foreign Securities
Generally	A	A
Depositary Receipts	A	A
Foreign Government Securities	A	A
Foreign Currency Transactions	A	A
Derivative Contracts⁽¹⁾
Options on E quities	A	A
Options on Fixed Income S ecurities	A	A
Options on S tock I ndices	A	A
Options on Foreign Currency	A	A
Options on F utures	A	A
Options on S tock I ndex F utures	A	A
Futures	A	A
Stock I ndex F utures	A	A
Foreign C urrency F utures	A	A
F orward Foreign C urrency C ontracts	A	A
Other Transactions/Investments
Other Investment Company Securities	A	A
Repurchase Agreements	A	A
Reverse Repurchase Agreements	A	A
Restricted and Illiquid Securities	A	A
Securities Lending	A	A
When-Issued/Delayed Delivery Transactions	A	A


Name Age Positions Held with Trust Date Service Began	Principal Occupation(s) During Past Five Years, Previous Position(s) and Other Directorships Held	Total Compensation From Trust (past fiscal year)¹
B. Randolph Bateman* Age: 6 1 TRUSTEE Began Serving: September 2010	Principal Occupations: President and Chief Investment Officer, Huntington Asset Advisors, Inc. (May 2001 to present); Chief Investment Officer, The Huntington National Bank (October 2000 to present). Previous Positions: Senior Vice President, Star Bank (June 1988 to October 2000).	$0
Thomas J. Westerfield† Age: 5 5 TRUSTEE Began Serving: November 2010	Principal Occupation: Of Counsel, Dinsmore & Shohl LLP (law firm) (August 2005 to present). Previous Position: Of Counsel, Cors & Bassett LLC (law firm) (1993 to 2005).	$0


Name Age Positions Held with Trust Date Service Began	Principal Occupations During Past Five Years, Previous Position(s) and Other Directorships Held	Total Compensation From Trust (past fiscal year)
David S. Schoedinger Age: 6 8 CHAIRMAN OF THE BOARD AND TRUSTEE Began Serving: November 2010	Principal Occupation: Chairman of the Board and Funeral Director, Schoedinger Funeral Service (1965 to present); CEO, Schoedinger Financial Services, Inc. (1987 to present). Previous Position: President, Board of Directors of National Selected Morticians (national trade association for morticians) (1992 to 1993).	$0
Tadd C. Seitz Age: 6 9 TRUSTEE Began Serving: November 2010	Principal Occupation: Retired. Previous Positions: Interim Chief Executive Officer (February 1996 to July 1996); Chairman and Chief Executive Officer, The Scotts Company (lawn and garden products company)(June 1983 to March 1995) .	$0
Mark D. Shary Age: 50 TRUSTEE Began Serving: November 2010	Principal Occupations: Private investor (2007 to present). Previous Position: Chief Executive Officer and President, BestTransport.com, Inc. (transportation company) (2003 to 2007); President, Bostech Corporation (technology company) (2000 to 2002) .	$0
William H. Zimmer, III Age: 5 7 TRUSTEE Began Serving: November 2010	Principal Occupation: Independent Consultant (February 2009 to present). Previous Positions: Assistant Treasurer, Dana Holding Corp. (manufacturing company) (September 2006 to February 2009); Vice President and Manager, Global Treasury Management, National City Bank (January 2004 to March 2006); Vice President, Treasury Management Operations, Provident Bank (June 2003 to January 2004); Financial Consultant (April 2001 to June 2003).	$0


Name Age Address Positions Held with Trust		Principal Occupation(s) and Previous Positions
B. Randolph Bateman Age: 6 1 41 South High Street Columbus, OH PRESIDENT Began Serving: November 2010		Principal Occupations: President and Chief Investment Officer, Huntington Asset Advisors, Inc. (May 2001 to present); Chief Investment Officer, The Huntington National Bank (October 2000 to present). Previous Positions: Senior Vice President, Star Bank (June 1988 to October 2000).
R. Jeffrey Young Age: 4 6 2960 North Meridan Street, Suite 300 Indianapolis, IN 46208 CHIEF EXECUTIVE OFFICER Began Serving: November 2010		Principal Occupations: Senior Vice President, Unified (January 2010 to present). Previous Positions: Managing Director, Chief Operating Officer, WealthStone , Inc. (investment adviso r) (2007 to 2009); Senior Vice President, Operations, BISYS Fund Services (2006 to 2007); Senior Vice President/Vice President, Client Services, BISYS Fund Services (1994 to 2006).
David R. Carson Age: 5 2 CHIEF COMPLIANCE OFFICER and ANTI-MONEY LAUNDERING OFFICER 3805 Edwards Road Suite 3 50 Cincinnati, OH Began Serving: November 2010		Principal Occupations: Chief Compliance Officer and Anti-Money Laundering Officer of The Huntington Funds (mutual fund) (September 2005 to present). Previous Positions: Treasurer and Assistant Treasurer of The Huntington Funds (mutual fund), Huntington Asset Advisors, Inc. (February 2002 to February 2005); Vice President and Private Financial Capital Group Marketing Manager, Huntington National Bank (June 2001 to September 2005); Trust Officer, Firstar Bank (October 1982 to February 2001).
Robert Silva Age: 44 2960 North Meridan Street, Suite 300 Indianapolis, IN 46208 TREASURER Began Serving: September 2010		Principal Occupation: Vice President, Fund Administration, Huntington Asset Services, Inc. ( November 2010 to present) . Previous Positions: Senior Vice President, Citi Fund Services Ohio, Inc., (September 2007 to September 2010); Assistant Vice President, Citizens Advisers, Inc. (May 2002 to August 2007).
Leslie Klenk Age: 4 7 Bernstein Shur 100 Middle Street Portland, ME 04104 SECRETARY Began Serving: November 2010		Principal Occupation: Of Counsel, Bernstein Shur (law firm) (July 2009 to present). Previous Position: Director, Foreside Compliance Services (November 2006 to June 2009); Senior Vice President/Counsel, Citigroup Global Transaction Services (April 1998 to October 2006).


Board Committee	Committee Members	Committee Functions	Meetings Held During Last Fiscal Year⁽¹⁾
Audit	David S. Schoedinger Tadd C. Seitz Mark D. Shary (Chairman) William H. Zimmer, III	The purposes of the Audit Committee are to oversee the Trust’s accounting and financial reporting policies and practices; to oversee the quality and objectivity of the Trust’s financial statements and the independent audit thereof; to consider the selection of independent public accountants for the Trust and the scope of the audit; and to act as a liaison between the Trust’s independent auditors and the full Board. The Audit Committee is also responsible for receiving, reviewing and investigating reports regarding material violations of the Trust or material violations committed by any officer, director or agent thereof.	none
Compliance	Thomas J. Westerfield (Chairman) David S. Schoedinger Tadd C. Seitz Mark D. Shary William H. Zimmer, III	The purpose of the Compliance Committee is to oversee the Trust’s compliance with the legal and regulatory requirements of the Trust’s operations including compliance with securities laws and regulations.	none
Nominating	David S. Schoedinger Tadd C. Seitz Mark D. Shary William H. Zimmer, III (Chairman)	The purpose of the Nominating Committee is to nominate a person or persons to serve as a member of the Board of Trustees. The Nominating Committee will consider nominees recommended by Shareholders. The Nominating Committee shall be comprised of all Independent Trustees. Recommendations should be submitted to the Nominating Committee in care of Huntington Strategy Shares.	none
Special Proxy Voting	David S. Schoedinger Tadd C. Seitz Mark D. Shary William H. Zimmer, III	The purpose of the Special Proxy Voting Committee is to consider and determine how to vote on behalf of the Trust with respect to specific votes referred by the Trust’s Advisor.	none


Name of Trustee	Dollar Range of Equity Securities in the Fund⁽¹⁾	Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Trustee in Family of Investment Companies⁽²⁾
B. Randolph Bateman	$0	None
David S. Schoedinger	$0	Over $100,000
Tadd C. Seitz	$0	$50,001 - $100,000
Mark D. Shary	$0	$10,001 - $50,000
Thomas J. Westerfield	$0	$1 - $10,000
William H. Zimmer, III	$0	None


Other Accounts Managed By Paul Koscik	Total Number of Other Accounts Managed/ Total Assets
Registered Investment Companies
Other Pooled Investment Vehicles
Other Accounts