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:
2025 2024
Audit Fees
$131,500 $120,000
Audit-Related Fees
0 0
Tax Fees
45,500 44,000
All Other Fees
2,440 2,500
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 $91,586 and $80,000, 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.
Approval Process. Pursuant to the
Investment Company Act of 1940 (“1940 Act”), the Board is required to consider
the continuation of the Funds’ investment advisory agreement on an annual
basis. 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. 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 a 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
the information furnished, the Board made the following specific findings in
connection with its decision to renew the Agreement:
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.
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.
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 were in line
with the median advisory fee for 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
mange 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.
Next, the Board also considered
the level of profits realized by the Adviser and MFSCO, an affiliate of the
Adviser, its affiliates in connection with the operation of the Funds. In this
respect, the Board reviewed a profitability analysis that addresses 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.
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.
Finally, the 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.
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.
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 6, 2026
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 6, 2026
By: /s/ Robert S. Meeder,
Jr.
Robert S. Meeder,
Jr., Principal Executive Officer
Date: March 6, 2026