Exhibit 23(e)(iii) under Form N-1A
                                               Exhibit 1 under Item 601/Reg. S-K


                                  Amendment to
                             Distributor's Contract
                                      among
                    The Huntington Funds, Huntington VA Funds
                                       and
                             Edgewood Services, Inc.

     This  Amendment  to the  Distributor's  Contract  ("Agreement")  among  The
Huntington Funds, Huntington VA Funds (collectively, the "Investment Company" or
the "Funds") and Edgewood Services,  Inc.  ("Edgewood") is made and entered into
as of the 12th day of November, 2003.

     WHEREAS,  the  Investment  Company  has  entered  into the  Agreement  with
Edgewood, dated December 1, 2001, as amended October 1, 2003, under and pursuant
to which  Edgewood is the principal  underwriter of the shares of the Investment
Company;

     WHEREAS, the Investment Company wishes to delegate to Edgewood the right to
delegate to third party financial institutions the right to receive share orders
on behalf of the Investment Company, all in compliance with Rule 22c-1 under the
1940 Act and related interpretive guidance and regulations; and

     WHEREAS,  capitalized  terms not  defined  herein  shall have the  meanings
ascribed to them in the Agreement.

     NOW, THEREFORE, the parties intending to be legally bound agree as follows:

     Paragraph 3 of the  Agreement is hereby  replaced in its entirety  with the
following:

     "Neither  Edgewood nor any other  person is  authorized  by the  Investment
     Company to give any information or to make any  representation  relative to
     any Shares  other  than  those  contained  in the  Registration  Statement,
     Prospectuses,  or Statements of Additional  Information ("SAIs") filed with
     the  Securities  and Exchange  Commission,  as the same may be amended from
     time to time, or in any  supplemental  information to said  Prospectuses or
     SAIs approved by the  Investment  Company.  Edgewood  agrees that any other
     information or representations other than those specified above which it or
     any dealer or other person who purchases  Shares through  Edgewood may make
     in  connection  with the offer or sale of  Shares,  shall be made  entirely
     without  liability  on the part of the  Investment  Company.  No  person or
     dealer,  other  than  Edgewood,  is  authorized  to act as  agent  for  the
     Investment  Company with respect to Edgewood's duties and  responsibilities
     under this Contract,  except for the limited circumstance to allow Edgewood
     to delegate to a financial institution the right to receive share orders in
     proper  form from its  customers  on the  Investment  Company's  behalf for
     purposes of Rule 22c-1 under the 1940 Act and related interpretive guidance
     and regulations, provided that the financial institution and Edgewood agree
     in writing  that (a) on each day the Funds are open for  trading,  in order
     for the  financial  institution's  customers to receive that day's NAV, the
     financial  institution must receive its customers' orders prior to the time
     the Funds  calculate  their NAV as  disclosed  in their  prospectuses  (the
     "Cut-Off Time"), and must communicate to the Funds' transfer agent a report
     of the trading  activity of its customers in the Funds for that day by 9:00
     a.m.  EST on the next day the  Funds  are  open for  business;  and (b) the
     financial  institution   represents  and  warrants  to  Edgewood  that  the
     financial  institution  has, and will maintain at all times during the term
     of the written agreement with Edgewood,  appropriate  internal controls for
     the  segregation  of purchase and redemption  orders  received prior to the
     Cut-Off  Time,  from  purchase and  redemption  orders  received  after the
     Cut-Off  Time on any day the Funds are open for  trading.  Edgewood  agrees
     that in offering or selling Shares as agent of the Investment  Company,  it
     will, in all  respects,  duly conform to all  applicable  state and federal
     laws  and  the  rules  and  regulations  of  the  National  Association  of
     Securities Dealers, Inc., including its Conduct Rules. Edgewood will submit
     to the Investment  Company copies of all sales literature  before using the
     same  and  will  not  use  such  sales  literature  if  disapproved  by the
     Investment Company."


In all other respects, the Agreement first referenced above shall remain in full
force and effect.

   WITNESS the due execution hereof as of the 12th day of November, 2003.

                          THE HUNTINGTON FUNDS

                          By:     /s/ George M. Polatas
                          Name:   George M. Polatas
                          Title:  Vice President


                          HUNTINGTON VA FUNDS

                          By:    /s/ George M. Polatas
                          Name:  George M. Polatas
                          Title: Vice President


                          Edgewood Services, Inc.


                          By:     /s/ Charles L. Davis, Jr.
                          Name:   Charles L. Davis, Jr.
                          Title:  Vice President