Item 2. Code of Ethics.
The registrant has adopted a code
of ethics that applies to the registrant’s principal executive officer,
principal financial officer, comptroller or principal accounting officer, and
any person who performs a similar function. There were no amendments made to,
or waivers granted from, the code of ethics during the fiscal year.
Item 3. Audit Committee
Financial Expert.
The Board of Trustees of the Trust has determined that Jeffrey R. Provence is an audit committee financial expert, as defined in Item 3 of Form N-CSR. Mr. Provence is independent for purposes of Item 3 of Form N-CSR.
Item 4. Principal Accountant
Fees and Services.
(a) – (d) Aggregate fees billed to the registrant for the
last two fiscal years for professional services rendered by the registrant’s
principal accountant were as follows:
2024 2023
Audit Fees
$120,000 $120,000
Audit-Related Fees
0 0
Tax Fees
44,000 38,000
All Other Fees
2,500 1,500
Audit fees include amounts related to the audit of the
registrant’s annual financial statements and services normally provided by the
accountant in connection with statutory and regulatory filings. Audit-related
fees include amounts reasonably related to the performance of the audit of the
registrant’s financial statements, including, but not limited to, mileage,
lodging, and meals. Tax fees include amounts related to tax compliance, tax
planning, and tax advice, including the review and preparation of the Funds’
income tax returns, the review and preparation of the Funds’ excise tax
returns, the review of supporting schedules and documentation provided by
management, the review and recalculation of the Funds’ estimated distribution
calculations, and the review of wash sales for reasonableness. All other fees
include amounts related to the registrant’s annual filing of Form N1A.
(e)(1) A purpose of the Audit Committee is to approve the
engagement of the registrant’s independent auditors (i) to render audit and
non-audit services for the registrant in accordance with Rule 2-01(c)(7)(i) of
Regulation S-X, subject to the waiver provisions set forth in Rule
2-01(c)(7)(i)(C) of Regulation S-X, and (ii) to render non-audit services for
the registrant’s investment advisors (other than a sub-advisor whose role is
primarily portfolio management and is subcontracted or overseen by another
investment advisor) and any other entity controlling by, or under common
control with the investment advisor that provides ongoing services to the
registrant, in each case under (ii) if the engagement relates directly to the
operations and financial reporting of the registrant, in accordance with Rule
2-01(c)(7)(ii) of Regulation S-X, subject to waiver provisions set forth in
Rule 2-01(c)(7)(ii) of Regulation S-X.
(e)(2) 0% of services included in (b) – (d) above were
approved pursuant to Rule 2-01(c)(7)(i)(C) of Regulation S-X.
(f) Not applicable.
(g) The aggregate fees billed
for the most recent fiscal year and the preceding fiscal year by the
registrant’s principal accountant for non-audit services rendered to the
registrant, its investment advisor, and any entity controlling, controlled by,
or under common control with the investment advisor that provides ongoing
services to the registrant were $80,000 and $92,175, respectively.
(h) The registrant’s audit committee of the board of directors
has considered whether the provision of non-audit services that were rendered
to the registrant’s investment adviser (not including any sub-adviser whose
role is primarily portfolio management and is subcontracted with or overseen by
another investment adviser), and any entity controlling, controlled by, or
under common control with the investment adviser that provides ongoing services
to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii)
of Rule 2-01 of Regulation S-X is compatible with maintaining the principal
accountant’s independence.
(i) Not applicable.
(j) Not applicable.
Items 5. Audit Committee of
Listed Registrants.
Not applicable.
Item 6. Investments.
(a) The schedule of investments
is included as part of the report to stockholders filed under Item 7 of this
Form.
(b) Not applicable.
Item 7. Financial Statements and
Financial Highlights for Open-End Management Investment Companies.
Item 8. Changes in and
Disagreements with Accountants for Open-End Management Investment Companies.
None.
Item 9.
Proxy Disclosures for Open-End Management Investment Companies.
None.
Item 10. Remuneration Paid to
Directors, Officers, and Others of Open-End Management Investment Companies.
The remuneration paid to
directors, officers and others is included as part of the report to
stockholders filed under Item 7 of this Form.
Item 11. Statement Regarding
Basis for Approval of Investment Advisory Contract.
Pursuant to
the Investment Company Act of 1940 (“1940 Act”), the Board of Trustees
(“Board”), including a majority of the Trustees who are not “interested
persons,” as that term is defined in the 1940 Act (“Independent Trustees”), is
required to consider, on an annual basis, the continuation of the Investment
Advisory Agreement between Meeder Asset Management, Inc. (the “Adviser”) and
Meeder Funds (the “Trust”) on behalf of on behalf of the Muirfield Fund,
Balanced Fund, Global Allocation Fund, Dynamic Allocation Fund, Spectrum Fund,
Moderate Allocation Fund, Conservative Allocation Fund, Sector Rotation Fund,
Tactical Allocation Fund, and the Government Money Market Fund (each a “Fund”
and collectively the “Funds”). It is the duty of the Board to request as much
information as is reasonably necessary to evaluate the terms of the Agreement
to determine whether the Agreement is fair to each Fund and its shareholders.
The Board considered and approved
the Agreement for the Funds at an in-person meeting held on September 26,
2024. Prior to the meeting, the Board requested, and the Adviser provided,
both written and oral reports containing information and data related to the
following: (i) the nature, extent, and quality of the services provided by the
Adviser to the Funds; (ii) the investment performance of the Funds and the
Adviser; (iii) the costs of the services to be provided and the profits to be
realized by the Adviser from the relationship with the Funds; (iv) the extent
to which economies of scale will be realized as the Fund grows; and (v) whether
the fee level reflects these economies of scale to the benefit of the Funds’
shareholders. In reaching the decision to renew the Agreement, the Board also
took into account information furnished throughout the year at regular Board
meetings. Information furnished and discussed throughout the year included
investment performance reports and related financial information for the Funds,
as well as periodic reports on shareholder services, legal compliance, pricing,
brokerage commissions, execution and other services provided by the Adviser and
its affiliates.
Information furnished
specifically in connection with the renewal process included a report for the
Funds prepared by Broadridge Financial Solutions, Ltd.
(“Broadridge”), an independent organization, as well as the Funds’
profitability analysis prepared by the Adviser. The Broadridge report compared
each Fund’s advisory fees and expenses with those of other mutual funds deemed
comparable to the Fund. The Funds’ profitability analysis discussed the
profitability to the Adviser and Mutual Funds Service Co., an affiliate of the
Adviser, from the overall Funds’ operations, as well as an analysis based on
the profitability resulting from the operation of each individual Fund,
utilizing expense allocation methodologies deemed reasonable by the Adviser.
In considering such materials,
the Independent Trustees also received assistance and advice from and met
separately with the Funds’ independent legal counsel and the Chief Compliance
Officer prior to the meeting. In their deliberations, the Board considered the
terms of the existing Agreement between the Funds and the Adviser. While
attention was given to all of the information furnished, the Board made the
following specific findings in connection with its decision to renew the
Agreement:
Nature, Extent and Quality
of Services. The Board began its review by giving careful
consideration to the nature, extent and quality of the services provided by the
Adviser and its affiliates, including the reputation, qualifications,
experience, and capabilities of the personnel performing these services. The
Board considered the qualifications of the investment management team and the
resources committed to maintaining and improving the Adviser’s quantitative
models. The Board noted that the Adviser and its affiliates provide a series of
additional administrative services for the Funds, including fund accounting,
transfer agency and compliance services, and recognized the continuing
expenditures made to support and improve the scope of those services. The Board
reviewed pending material litigation (or lack thereof), insurance coverage, and
the Adviser’s business continuity and information security practices. Consideration
also was given to the Adviser’s compliance resources and policies, including
the periodic reporting provided to the Board. In making its judgment, the Board
also considered the Adviser’s continual management of investment, operational,
enterprise, legal, and regulatory risk as it relates to the Funds as well as
the manner in which the Adviser addressed new regulatory burdens that became
effective during the preceding year. Taking into account the personnel
involved in servicing the Funds, as well as the materials provided by the
Adviser, the Board expressed satisfaction with the quality, extent, and nature
of the services provided by the Adviser.
Investment Performance.
Next, the Board reviewed the investment performance of each Fund. While
consideration was given to performance reports and discussions with portfolio
managers at Board meetings during the year, particular attention in assessing
performance was given to the performance reports prepare
by Broadridge that showed the investment performance of each Fund for the one-,
three-, five-, and ten-year periods, as applicable, ended June 30, 2024, in
comparison to a securities market benchmark and a performance universe of funds
with investment objectives similar to each Fund’s investment objectives
(“Performance Peer Group”). The Board evaluated performance in light of the
investment strategy pursued by the Adviser, measures of investment risk, and
steps taken by the Adviser to mitigate risk through active management of the
portfolio. The Board noted that each Fund generally outperformed or performed
in line with its benchmark and Performance Peer Group, other than the Sector
Rotation Fund and Tactical Income Fund. The Trustee noted that the investment
strategy of the Sector Rotation Fund changed on April 1, 2024, after periods of
underperformance. The Trustees determined to give the Fund time to show
improved performance. The Adviser also noted that the Tactical Income Fund
tends to underperform in a rising interest rate environment. The Board noted
the Adviser’s continued efforts to improve performance and improve the
quantitative models. The Board concluded that the Funds’ investment results
have been satisfactory for renewal of the Agreement and that the Adviser’s
record in managing the Funds indicated that its continued management would
benefit the Funds and their shareholders.
Costs of Services.
The Board then considered the cost of services provided by the Adviser and
considered an analysis prepared by Broadridge comparing the advisory fees and
expense ratios of each Fund with those of a group of other relevant funds
(“Expense Peer Group”). The Board observed that the Funds’ advisory fees and
expenses were well within the range of those of the Expense Peer Groups. The
Adviser stated that the advisory fees for the Sector Rotation Fund and Global
Allocation Fund were in line with the median advisory fee
for Expense Peer Group and above or in line with the average advisory fee for
the Expense Peer Group. However, the Board noted
the smaller asset size of the Funds, the general outperformance of the Global
Allocation Fund compared to its benchmark and Performance
Peer Group, and the fee waivers in place for the Sector Rotation Fund and
certain funds in the Expense Peer Group. The Adviser also explained that the
average advisory fee for those Funds will decline under the current fee
schedule as assets grow. The Board noted that the advisory
fee for the Dynamic Allocation Fund was in line with the median advisory
fee for the Expense Peer Group and slightly above average advisory fee for the
Expense Peer Group, while the advisory fee for the Moderate Allocation Fund and
was above both the median and average advisory fee for its Expense Peer Group.
The Board noted that both Funds provide tactical assets allocation services,
which other funds in the Expense Peer Group do not provide. The Board also
noted the outperformance of both Funds compared to their benchmarks and
Performance Peer Groups. The Boarded considered that the advisory fee for the Government
Money Market Fund was above the median and average fee for the Fund’s peer
group, but also considered that the Adviser is waiving the entire advisory
fee. The Board noted that the Adviser does not manage or sub-advise any other
mutual fund, pooled investment vehicle or separately managed accounts with
investment strategies comparable to those of the Funds. The Board was satisfied
with the Adviser’s continued efforts to reduce fees and expenses. The Board
concluded that the Funds’ cost structures were fair and reasonable in relation
to the services provided and the performance of the Funds, and that the Funds’
shareholders receive reasonable value in return for the advisory fees and other
amounts paid to the Adviser by the Funds.
Management Profitability.
Next, the Board also considered the level of profits realized by the Adviser
and MFSCO, an affiliate of the Adviser, in connection with the operation of the
Funds. In this respect, the Board reviewed a profitability analysis that
addressed the overall profitability of the Meeder Funds’ business as well as
the profitability resulting from the operation of each Fund, utilizing expense
allocation methodologies deemed reasonable by the Adviser. The Board also took
into account management’s expenditures in improving shareholder services
provided to the Funds, as well as the need to meet additional regulatory and
compliance requirements resulting from recent U.S. Securities and Exchange
Commission rulemaking. The Board determined that the level of profits realized
by the Adviser under its Agreement with the Funds was not excessive in view of
the nature, quality and extent of services provided.
Economies of Scale.
The Board also considered whether the Funds realize economies of scale as they
grow and the extent to which these economies are reflected in the level of
advisory fees charged. While recognizing that any precise determination is
inherently subjective, the Board noted that economies of scale may develop for
certain Funds as their assets increase, and their Fund level expenses decline
as a percentage of assets. The Board also considered whether the advisory fee
rate is reasonable in relation to the asset size of each Fund and any economies
of scale that may exist. The Board acknowledged that the advisory fee structure
for each Fund is reasonable and in most instances is tiered by assets under
management, allowing the shareholders to benefit from economies of scale as the
Funds grow in size. The Board expressed continued satisfaction with each Fund’s
fee structure under its Agreement.
Ancillary Benefits. Finally,
Board considered ancillary benefits received by the Adviser as a result of its
relationship with the Trust, including its access to research that benefits
other clients and other advisory services offered by the Adviser and its
affiliates. The Board also considered the fees paid to the Adviser’s
affiliates for fund accounting, transfer agent, fund administration, and
distribution services for the Funds. Fees for these services were considered
separately in the profitability analysis and the Board considered the revenue
and expenses incurred by the Adviser and its affiliates in providing these
services. The Board also took into consideration additional contractual
breakpoints in certain affiliated service agreements. The Board also considered
the benefits derived by the Adviser from soft dollar arrangements, noting that
these arrangements are subject to regular reporting and oversight. The Board
took the ancillary benefits into account in evaluating the reasonableness of
the advisory fees and other amounts paid to the Adviser by the Funds.
Conclusion. Based
upon the information provided by the Adviser, the Board, including all of its
Independent Trustees, was satisfied that the terms of the Agreement, including
the existing advisory fee structure, are fair and reasonable and in the best
interest of the Funds and their shareholders. In its deliberations, the Board
did not identify any particular factor or factors that were all-important or controlling;
and each Trustee assigned different weights to various factors considered. The
Board, including all of its Independent Trustees, therefore approved the
continuation of the Agreement effective for an additional one-year term ending
September 30, 2025.
Item 12. Disclosure of Proxy
Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable.
Item 13. Portfolio Managers of
Closed-End Management Investment Companies.
Not applicable.
Item 14. Purchases of Equity
Securities by Closed-End Management Investment Company and Affiliated
Purchasers.
Not applicable.
Item 15. Submission of Matters
to a Vote of Security Holders.
During the reporting period,
there were no material changes to the procedures by which shareholders may
recommend nominees to the registrant’s board.
Item 16. Controls and
Procedures.
(a) The registrant’s principal
executive officer and principal financial officer have evaluated the
registrant's disclosure controls and procedures within 90 days of the filing
date of this report and have concluded that these disclosure controls and
procedures are adequately designed and are operating effectively to ensure that
information required to be disclosed by the registrant in this Form N-CSR
was recorded, processed, summarized, and reported timely.
(b) There were no changes in the
registrant’s internal control over financial reporting (as defined in Rule
30a-3(d) under the Investment Company Act of 1940) that occurred during the
period covered by this report that have materially affected, or are reasonably
likely to materially affect, the registrant’s internal control over financial
reporting.
Item 17. Disclosure of
Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable.
Item 18. Recovery of Erroneously
Awarded Compensation.
(a) Not applicable.
(b) Not applicable.
Item 19. Exhibits.
(a)(1) Code of Ethics filed
herewith as EX-99.CODE ETH.
(a)(2) Not applicable.
(a)(3) A separate certification
for each principal executive and principal financial officer of the registrant
as required by Rule 30a-2(a) under the Act(17 CFR270.30a-2(a)). Filed herewith
as EX-99.CERT.
(a)(4) Not applicable.
(a)(5) Not applicable.
(b) Certifications of principal
executive officer and principal financial officer, under Section 906 of the
Sarbanes-Oxley Act of 2002, and 18 U.S.C. ss.1350. Filed herewith as EX-99.906
CERT.
SIGNATURES
Pursuant to the requirements of
the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Meeder Funds
By: /s/ Bruce E. McKibben
Bruce E.
McKibben, Principal Financial Officer
Date: March 5, 2025
Pursuant to the requirements of
the Securities Exchange Act of 1934 and the Investment Company Act of 1940,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
By: /s/ Bruce E. McKibben
Bruce E. McKibben,
Principal Financial Officer
Date: March 5, 2025
By: /s/ Robert S. Meeder,
Jr.
Robert S. Meeder,
Jr., Principal Executive Officer
Date: March 5, 2025