-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JA8NUUoZyTRmwPgVqKSu9Hi5JNO3mjyBFbmY9eHuOGw9EoIHjP9DQPLVae8b9cAo upPNfIdKAmoGGoHSt9aCMw== 0001193125-04-042878.txt : 20040316 0001193125-04-042878.hdr.sgml : 20040316 20040316101025 ACCESSION NUMBER: 0001193125-04-042878 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040316 EFFECTIVENESS DATE: 20040316 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEEDER ADVISOR FUNDS CENTRAL INDEX KEY: 0000889170 IRS NUMBER: 311353802 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-06720 FILM NUMBER: 04671327 BUSINESS ADDRESS: STREET 1: 6125 MEMORIAL DR STREET 2: P O BOX 7177 CITY: DUBLIN STATE: OH ZIP: 43017 BUSINESS PHONE: 6147667000 MAIL ADDRESS: STREET 1: P O BOX 7177 CITY: DUBLIN STATE: OH ZIP: 43017 FORMER COMPANY: FORMER CONFORMED NAME: FLEX PARTNERS/ DATE OF NAME CHANGE: 19970313 FORMER COMPANY: FORMER CONFORMED NAME: FLEX FUNDS II DATE OF NAME CHANGE: 19950213 N-CSR 1 dncsr.txt FORM N-CSR FOR MEEDER ADVISOR FUNDS TRUST ------------------------------------ OMB APPROVAL OMB Number: 3235-0570 Expires: November 30, 2005 Estimated average burden hours per response. . . . . . . 5.0 ------------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-6720 --------------------------- Meeder Advisor Funds Trust - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) 6125 Memorial Drive Dublin, OH 43017 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Bruce McKibben c/o Meeder Advisor Funds Trust 6125 Memorial Drive Dublin, OH 43017 - -------------------------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: 800-325-3539 ---------------------------- Date of fiscal year end: December 31, 2003 ------------------------------------------------------ Date of reporting period: December 31, 2003 ------------------------------------------------------ Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. (S) 3507. Item 1. Reports to Stockholders. Include a copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Act (17 CFR 270.30e-1). Meeder Advisor Funds The Institutional Fund 2003 Annual Report December 31, 2003 [PICTURE] Meeder Advisor Funds Managed by Meeder Asset Management, Inc. 6125 Memorial Drive, Dublin Ohio, 43017 Call Toll Free 800-325-3539 | 614-760-2159 Meeder Advisor Funds The Institutional Fund
- ------------------------------------------------------------------------------------------------------- Performance Perspective Average Annual Total Returns 1 3 5 Since as of December 31, 2003 year years years Inception - ------------------------------------------------------------------------------------------------------- The Institutional Fund 1.06% 2.34% 3.69% 4.56%/1/ - ------------------------------------------------------------------------------------------------------- Average Institutional Money Market Fund/3/ 0.84% 2.08% 3.47% 4.28%/2/ - ------------------------------------------------------------------------------------------------------- Current & Effective Yields* 7-day simple yield: 1.00% 7-day compound yield: 1.00% - -------------------------------------------------------------------------------------------------------
/1/ Inception Date: 6/15/94. /2/ Average Annual total return from 6/30/94 to 12/31/03. * As of December 31, 2003, yield quotations more closely reflect the earnings of The Institutional Fund than total return quotations. Source for average institutional money market fund data: iMoneyNet, Inc. - -------------------------------------------------------------------------------- Annual Market Perspective [PHOTO OF Joseph A. Zarr] Joseph A. Zarr Co-Portfolio Manager] [PHOTO OF Christopher M. O'Daniel] Christopher M. O'Daniel Co-Portfolio Manager The year began and ended on two entirely different themes. Most markets began the year more concerned about foreign policy than Fed policy. Deflationary fears outweighed inflationary expectations, and a number of money funds were on their way toward annualized yields of 0.10% or less. Yields continued to erode through the 2nd Quarter as the Federal Reserve lowered short-term rates in June and talked rates lower at the long end. The Fed was quite concerned about a Japanese-style deflationary recession enveloping the economy, and openly talked of further stimulus should conditions continue to worsen. By the 3rd Quarter, the Bush tax cuts were taking hold on the consumer side of the ledger, and capital spending began to inch upward on the corporate side as well. A perception began to emerge of an expanding economy with little standing in its way (i.e., The Federal Reserve). Inflation remained low, job losses subsided, and other economic numbers began to improve one by one. By the end of the year, GDP growth had exploded and, on a seasonally adjusted basis, the job growth began to accelerate. We had come full circle, from wondering at the start of the year how low rates would go, to contemplating by the end of the year when the Fed would begin to raise rates. As always, we will be monitoring the situation closely and trying to take advantage of any market anomalies. The key may well reside in the extent to which the market anticipates inflation, and we will follow its lead accordingly. Past performance does not guarantee future results. Except for the current and effective yields, all performance figures represent average annual total returns for the periods ended December 31, 2003, and assume reinvestment of all dividend and capital gain distributions. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Expenses were waived and/or reimbursed in order to reduce the operating expenses of The Institutional Fund during the periods shown above. Investments in The Institutional Fund are neither insured nor guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. Although the Fund seeks to preserve the value of your invesment at $1.00 per share, it is possible to lose money by investing in The Institutional Fund. /3/ An index of funds such as iMoneyNet's Average Institutional Money Market Fund index includes a number of mutual funds grouped by investment objective. To obtain a prospectus containing more complete information about The Institutional Fund, including other fees and expenses that apply to a continued investment in the Fund, you may call (800) 325-3539 or write P.O. Box 7177, Dublin OH 43017. Please read the prospectus carefully before investing. 2 2003 Annual Report | December 31, 2003 Meeder Advisor Funds - -------------------------------------------------------------------------------- Portfolio Holdings as of December 31, 2003 [PIE CHART] % of Total Net Assets 1) Variable Rate Notes 36% 2) Corporate Notes 26% 3) Repurchase Agreements 14% 4) U.S. Gov't Agency Notes 14% 5) Time Deposits 4% 6) Commercial Paper 6% Portfolio holdings are subject to change. - -------------------------------------------------------------------------------- Annual Returns The Institutional Fund Average Institutional Money Market Fund [GRAPH] Average The Institutional Annual Institutional Money Market Returns Fund Fund ---------------------------------------- 1995 6.01% 5.79% ---------------------------------------- 1996 5.43% 5.23% ---------------------------------------- 1997 5.53% 5.40% ---------------------------------------- 1998 5.49% 5.33% ---------------------------------------- 1999 5.13% 4.96% ---------------------------------------- 2000 6.37% 6.19% ---------------------------------------- 2001 4.26% 3.87% ---------------------------------------- 2002 1.73% 1.50% ---------------------------------------- 2003 1.06% 0.84% ---------------------------------------- Source for average money market fund performance: iMoneyNet, Inc. 2003 Annual Report | December 31, 2003 3 Schedule of Investments December 31, 2003 - -------------------------------------------------------------------------------- Money Market Portfolio
Principal Coupon/ Amount ($) Security Description Yield Maturity or Shares Value ($) -------------------- ------- -------- ---------- ----------- Commercial Paper -- 6.2% CIT Group, Inc. 1.12% 01/06/04 2,719,000 2,718,577 Duff & Phelps Utility & Corporate Bond Trust, Inc.** 1.14% 02/06/04 5,905,000 5,898,268 General Electric Capital Services, Inc. 1.08% 02/09/04 1,500,000 1,498,245 Northern Illinois Gas 1.11% 03/02/04 2,000,000 1,996,239 ----------- Total Commercial Paper (Cost $12,111,329) 12,111,329 ----------- Corporate Obligations -- 58.3% Abbott Laboratories 5.13% 07/01/04 1,000,000 1,019,575 American Express Co. 6.75% 06/23/04 2,000,000 2,052,614 Aquarium Holdings, KY** 1.25%* 01/02/04 108,000 108,000 Associates Corp. 5.50% 02/15/04 700,000 703,738 Austin Printing Co., Inc.** 1.21%* 01/02/04 1,815,000 1,815,000 Bath Technologies, Inc.** 1.21%* 01/02/04 1,310,000 1,310,000 Bank Of America Corp. 7.75% 08/15/04 651,000 676,686 Bear Stearns Co., Inc. 6.63% 01/15/04 500,000 501,037 Bear Stearns Co., Inc. 6.15% 03/02/04 965,000 972,930 Bear Stearns Co., Inc.** 1.70%* 06/01/04 2,870,000 2,875,287 Bear Stearns Co., Inc. 6.63% 10/01/04 750,000 778,691 Beaver Creek Enterprise** 1.21%* 01/02/04 1,590,000 1,590,000 Cascade Plaza Project** 1.21%* 01/02/04 8,395,000 8,395,000 Citigroup, Inc. 5.50% 02/15/04 1,500,000 1,507,878 Citigroup, Inc. 5.63% 05/17/04 3,618,000 3,677,154 Clark Grave Vault Co.** 1.25%* 01/02/04 1,200,000 1,200,000 Commercial Credit Co. 7.88% 07/15/04 1,430,000 1,480,385 Coughlin Family Property, Inc.** 1.25%* 01/02/04 1,605,000 1,605,000 CVS Corp.** 5.50% 02/15/04 5,000,000 5,026,642 DuPont, E.I., De Nemours & Co. 8.13% 03/15/04 543,000 550,635 Espanola/Nambe** 1.21%* 01/02/04 915,000 915,000 FleetBoston Financial Corp. 8.13% 07/01/04 3,000,000 3,101,820 FPL Group Capital, Inc. 6.88% 06/01/04 4,000,000 4,091,247 General Electric Capital Corp. 5.38% 04/23/04 1,220,000 1,234,874 Gordon Flesch Co. Project** 1.21%* 01/02/04 900,000 900,000 Heller Financial, Inc. 6.00% 03/19/04 610,000 616,289 Isaac Tire, Inc.** 1.25%* 01/02/04 870,000 870,000 J.P. Morgan & Co., Inc. 5.69% 02/10/04 3,000,000 3,013,911 J.P. Morgan & Co., Inc. 7.63% 09/15/04 365,000 380,920 K.L. Morris, Inc.** 1.25%* 01/02/04 2,095,000 2,095,000 Kiser Street, Inc.** 1.21%* 01/02/04 1,785,000 1,785,000 Leggett & Platt, Inc.** 6.90% 06/29/04 2,000,000 2,055,281 Martin Wheel Co, Inc.** 1.44%* 01/02/04 2,420,000 2,420,000 Merrill Lynch & Co., Inc. 5.70% 02/06/04 1,500,000 1,506,251 Merrill Lynch & Co., Inc. 6.55% 08/01/04 5,336,000 5,495,757 MetLife Insurance Co.*** 1.25%* 01/02/04 12,000,000 12,000,000 Morgan Stanley Dean Witter & Co. 5.63% 01/20/04 2,785,000 2,791,405 Mubea, Inc.** 1.21%* 01/02/04 5,825,000 5,825,000
Principal Coupon/ Amount ($) Security Description Yield Maturity or Shares Value ($) -------------------- ------- -------- ---------- ----------- Corporate Obligations -- continued Osco Industries, Inc.** 1.21%* 01/02/04 1,200,000 1,200,000 O.K.I. Supply Co.** 1.25%* 01/02/04 1,460,000 1,460,000 Paine Webber Group, Inc. 6.38% 05/15/04 200,000 203,671 Presrite Corp.** 1.21%* 01/02/04 170,000 170,000 Pro Tire, Inc.** 1.25%* 01/02/04 1,045,000 1,045,000 R.I. Lampus Co.** 1.21%* 01/02/04 625,000 625,000 Salomon, Inc. 7.20% 02/01/04 2,101,000 2,111,142 Seariver Maritime, Inc.** 1.13%* 01/02/04 4,400,000 4,400,000 SGS Tool Co.** 1.21%* 01/02/04 600,000 600,000 Wachovia Corp. 8.38% 04/15/04 4,185,000 4,270,779 Wachovia Corp. 7.20% 08/15/04 788,000 816,061 Wells Fargo & Co. 9.13% 02/01/04 1,000,000 1,006,402 White Castle Project** 1.21%* 01/02/04 6,500,000 6,500,000 ----------- Total Corporate Obligations (Cost $113,352,062) 113,352,062 ----------- U.S. Government Agency Obligations -- 14.3% Federal Home Loan Bank 5.17% 01/08/04 515,000 515,363 Federal Home Loan Bank 5.22% 01/12/04 500,000 500,587 Federal Home Loan Bank 3.25% 02/13/04 510,000 511,137 Federal Home Loan Bank 6.75% 04/05/04 300,000 304,217 Federal Home Loan Bank 3.40% 07/19/04 500,000 505,645 Federal Home Loan Bank 1.20% 08/20/04 3,000,000 3,000,000 Federal Home Loan Bank 1.40% 09/01/04 3,000,000 3,000,000 Federal Home Loan Bank 1.50% 12/24/04 1,000,000 1,000,000 Federal Home Loan Mortgage Corp. 3.33% 01/30/04 500,000 500,842 Federal Home Loan Mortgage Corp. 6.25% 07/15/04 5,017,000 5,150,277 Federal Home Loan Mortgage Corp. 1.50% 11/16/04 2,000,000 2,000,000 Federal National Mortgage Association 8.63% 06/30/04 200,000 207,151 Federal National Mortgage Association 7.40% 07/01/04 500,000 514,749 Federal National Mortgage Association 1.25% 08/27/04 3,000,000 3,000,000 Federal National Mortgage Association 1.50% 12/03/04 2,000,000 2,000,000 Federal National Mortgage Association 1.50% 12/21/04 3,000,000 3,000,000 Federal National Mortgage Association 1.65% 12/30/04 2,000,000 2,000,000 ----------- Total U.S. Government Agency Obligations (Cost $27,709,968) 27,709,968 ----------- Variable Rate Demand Notes -- 5.2% Caterpillar Financial, Inc. 2.25%* 01/05/04 10,064,934 10,064,934 ----------- Total Variable Rate Demand Notes (Cost $10,064,934) 10,064,934 -----------
4 Schedule of Investments December 31, 2003 - -------------------------------------------------------------------------------- Money Market Portfolio
Principal Coupon/ Amount ($) Security Description Yield Maturity or Shares Value ($) -------------------- ------- -------- ---------- ----------- Demand Deposits -- 3.6% Bank One Corp. 1.24%* 01/02/04 4,021,783 4,021,783 National City Corp. 1.98%* 01/02/04 3,010,779 3,010,779 ----------- Total Demand Deposits (Cost $7,032,562) 7,032,562 ----------- Repurchase Agreements -- 13.6% Salomon Smith Barney, Inc., 1.05%, 01/02/04, (Collateralized by $26,916,270 Eureka Securities Commercial Paper, at 1.06%, due 02/18/04, value -- $26,878,167) 26,351,000 26,351,000 ----------- Total Repurchase Agreements (Cost $26,351,000) 26,351,000 ----------- Total Investments -- 101.2% (Cost $196,621,855) (a) 196,621,855 ----------- Liabilities less Other Assets -- (1.2%) (2,275,888) ----------- Total Net Assets -- 100.0% 194,345,967 -----------
Principal Amount ($) Security Description or Shares Value ($) -------------------- ---------- ----------- Trustee Deferred Compensation**** The Flex-funds Dynamic Growth Fund 1,196 9,173 The Flex-funds Highlands Growth Fund 1,178 17,458 The Flex-funds Muirfield Fund 4,158 19,917 The Flex-funds Total Return Utilities Fund 967 13,818 ----------- Total Trustee Deferred Compensation (Cost $60,366) 60,366 -----------
(a) Cost for federal income tax and financial reporting purposes are the same. * Variable rate security. Interest rate is as of December 31, 2003. Maturity date reflects the next rate change date. ** Represents a restricted security purchased under Rule 144A, which is exempt from registration under the Securities Act of 1933, as amended. Security is restricted as to resale to institutional investors, but has been deemed liquid in accordance with guidelines approved by the Board of Trustees. As of December 31, 2003, securities restricted as to resale to institutional investors represented 31.9% of Total Investments. *** Illiquid security. The sale or disposition of such security would not be possible in the ordinary course of business within seven days at approximately the value at which the Fund has valued the security. As of December 31, 2003, illiquid securities represented 6.1% of Total Investments. **** Assets of affiliates to the Money Market Portfolio held for the benefit of the Portfolio's Trustees in connection with the Trustee Deferred Compensation Plan. See accompanying notes to financial statements. 5 Statement of Assets & Liabilities December 31, 2003 - --------------------------------------------------------------------------------
Institutional Fund ------------- Assets Investment in corresponding portfolio, at value $28,695,086 Receivable from investment advisor 5,486 Other assets 3,558 ------------------------------------------------------------------------ Total Assets 28,704,130 ------------------------------------------------------------------------ Liabilities Dividends payable 9,026 Accrued transfer agent and administrative fees 1,871 Accrued distribution plan (12b-1) fees 1,442 Other accrued liabilities 5,586 ------------------------------------------------------------------------ Total Liabilities 17,925 ------------------------------------------------------------------------ ------------------------------------------------------------------------ Total Net Assets $28,686,205 ------------------------------------------------------------------------ Net Assets Capital $28,686,205 ------------------------------------------------------------------------ Total Net Assets $28,686,205 ------------------------------------------------------------------------ Capital Stock Outstanding 28,686,205 (indefinite number of shares authorized, $0.10 par value) Net Asset Value, Offering and Redemption Price Per Share $ 1.00
See accompanying notes to financial statements. 6 Statement of Operations For the Year Ended December 31, 2003 - --------------------------------------------------------------------------------
Institutional Fund ------------- Net Investment Income from Corresponding Portfolio Interest $283,491 Expenses net of reductions (39,093) ---------------------------------------------------------------------- Total Net Investment Income from Corresponding Portfolio 244,398 ---------------------------------------------------------------------- Fund Expenses Administrative 10,417 Transfer agent 16,667 Registration and filing 7,429 Distribution plan (12b-1) 6,317 Printing 1,331 Legal 1,168 Audit 5,428 Insurance 1,222 Postage 730 Other 6,777 ---------------------------------------------------------------------- Total Expenses Before Reductions 57,486 ---------------------------------------------------------------------- Expenses reimbursed by investment advisor (26,679) Distribution plan (12b-1) expenses waived (2,917) Transfer agent expenses waived (5,701) ---------------------------------------------------------------------- Net Expenses 22,189 ---------------------------------------------------------------------- ---------------------------------------------------------------------- Net Investment Income 222,209 ---------------------------------------------------------------------- ---------------------------------------------------------------------- Net Change in Net Assets Resulting from Operations $222,209 ----------------------------------------------------------------------
See accompanying notes to financial statements. 7 Statements of Changes in Net Assets For the Year Ended December 31, - --------------------------------------------------------------------------------
Institutional Fund -------------------------- 2003 2002 ------------ ------------ Operations Net investment income $ 222,209 $ 536,961 - -------------------------------------------------------------------------------------------------------- Net change in net assets resulting from operations 222,209 536,961 - -------------------------------------------------------------------------------------------------------- Distributions to Shareholders From net investment income (222,209) (536,961) - -------------------------------------------------------------------------------------------------------- Net change in net assets resulting from distributions (222,209) (536,961) - -------------------------------------------------------------------------------------------------------- Capital Transactions Issued 44,806,516 52,568,110 Reinvested 174,384 453,560 Redeemed (40,923,296) (77,088,976) - -------------------------------------------------------------------------------------------------------- Net change in net assets resulting from capital transactions 4,057,604 (24,067,306) - -------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------- Total Change in Net Assets 4,057,604 (24,067,306) - -------------------------------------------------------------------------------------------------------- Net Assets -- Beginning of Period 24,628,601 48,695,907 - -------------------------------------------------------------------------------------------------------- Net Assets -- End of Period $ 28,686,205 $ 24,628,601 - -------------------------------------------------------------------------------------------------------- Accumulated undistributed (distributions in excess of) net investment income $ -- $ -- - -------------------------------------------------------------------------------------------------------- Share Transactions Issued 44,806,516 52,568,110 Reinvested 174,384 453,560 Redeemed (40,923,296) (77,088,976) - -------------------------------------------------------------------------------------------------------- Net change in shares 4,057,604 (24,067,306) - --------------------------------------------------------------------------------------------------------
See accompanying notes to financial statements. 8 Institutional Fund
2003 2002 2001 2000 1999 ------- ------- ------- ------- -------- Net Asset Value, Beginning of Period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 - ----------------------------------------------------------------------------------------------------- Income from Investment Operations Net investment income 0.011 0.017 0.042 0.062 0.050 - ----------------------------------------------------------------------------------------------------- Total from Investment Operations 0.011 0.017 0.042 0.062 0.050 - ----------------------------------------------------------------------------------------------------- Less Distributions From net investment income (0.011) (0.017) (0.042) (0.062) (0.050) - ----------------------------------------------------------------------------------------------------- Total Distributions (0.011) (0.017) (0.042) (0.062) (0.050) - ----------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------- Net Asset Value, End of Period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 - ----------------------------------------------------------------------------------------------------- Total Return (assumes reinvestment of distributions) 1.06% 1.73% 4.26% 6.37% 5.13% Ratios/Supplemental Data Net assets, end of period ($000) $28,686 $24,629 $48,696 $63,971 $868,169 Ratio of net expenses to average net assets(1) 0.29% 0.30% 0.29% 0.24% 0.25% Ratio of net investment income to average net assets(1) 1.07% 1.75% 4.23% 6.02% 5.01% Ratio of expenses to average net assets before reductions(1) 0.64% 0.53% 0.49% 0.46% 0.45%
(1) Ratio reflects reduction in corresponding portfolio. See accompanying notes to financial statements. 9 Financial Highlights For a Share Outstanding Through Each Fiscal Year Ended December 31, - -------------------------------------------------------------------------------- Notes to Financial Statements December 31, 2003 - -------------------------------------------------------------------------------- 1. Organization and Significant Accounting Policies The Meeder Advisor Funds Trust (the "Trust") was organized in 1992 and is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as a diversified, open-end management investment company. The Institutional Fund (the "Fund") is the lone series of the Trust as of December 31, 2003. The Fund invests all of its investable assets in a corresponding open-end management investment company (the "Portfolio"). The Fund, the Portfolio into which the Fund invests and the percentage of the Portfolio owned by the Fund is as follows:
Percentage of Portfolio Owned by Fund as of Fund Portfolio December 31, 2003* ---- --------- ------------------ Institutional Fund Money Market Portfolio 15%
* There is a partner of the Portfolio that owns a de minimis position. The financial statements of the Portfolio, including the Schedule of Investments, are included elsewhere in this report and should be read in conjunction with the financial statements of the Fund. Use of estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Valuation of investments. The Fund records its investment in the corresponding Portfolio at value. Valuation of securities held by the Portfolio is discussed in the Portfolio's notes to financial statements included elsewhere in this report. Federal income taxes. It is the Fund's policy to continue to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income and net capital gains to its shareholders. Therefore, no federal income tax provision is required. Distributions to shareholders. Distributions to shareholders are recorded on the ex-dividend date. The Fund declares dividends from net investment income on a daily basis and pays such dividends on a monthly basis. The Fund distributes net capital gains, if any, on an annual basis. Distributions from net investment income and from net capital gains are determined in accordance with income tax regulations that may differ from GAAP. These differences are primarily due to deferrals of certain losses and expiring capital loss carryforwards held by the Fund's corresponding Portfolio. Accordingly, timing differences relating to shareholder distributions are reflected in the components of net assets and permanent book and tax differences relating to shareholder distributions have been reclassified within the components of net assets. Investment income & expenses. The Fund records daily its proportionate share of the corresponding Portfolio's income, expenses, and realized and unrealized gains and losses. In addition, the Fund accrues its own expenses. Expenses incurred by the Trust that do not specifically relate to an individual Fund of the Trust are allocated to the Fund based on the Fund's relative net assets or other appropriate basis. 2. Agreements and Other Transactions with Affiliates Meeder Asset Management, Inc. ("MAM"), a wholly-owned subsidiary of Meeder Financial, Inc. ("Meeder"), provides the Portfolio with investment management, research, statistical and advisory services. Mutual Funds Service Co. ("MFSCo"), a wholly-owned subsidiary of Meeder, serves as stock transfer, dividend disbursing and shareholder services agent for the Fund. In compensation for such services, the Fund pays MFSCo an annual fee equal to the greater of $20 per active shareholder account or 0.08% of the Fund's average daily net assets. MFSCo is entitled to receive an annual minimum fee of $4,000 from the Fund. The Fund is currently subject to an expense cap, thus the basis point fee has been reduced by 0.02%. 10 MFSCo provides the Trust with certain administrative services. In compensation for such services, the Fund pays MFSCo an annual fee equal to 0.05% of the Fund's average daily net assets. MAM has voluntarily agreed to reduce its fees and/or reimburse expenses, including expenses allocated from its respective Portfolio (excluding brokerage fees and commissions, taxes, interest, and extraordinary or non-recurring expenses), to limit the Fund's total annual operating expenses. During the year MAM limited the Fund's total annual operating expenses to a range of 0.27% to 0.30% of average daily net assets. As of December 31, 2003, the Fund's total annual operating expense limit is 0.30%. Such reimbursement is limited to the total of fees charged to the Fund by MAM and MFSCo. For the year ended December 31, 2003, MAM and MFSCo, collectively, reimbursed $26,679 to the Fund. Pursuant to Rule 12b-1 of the 1940 Act, a mutual fund can adopt a written plan to pay certain expenses out of fund assets relating to the sale and distribution of its shares. The Fund has adopted a distribution plan that limits the Fund, on an annual basis, to pay 0.03% of average daily net assets for such expenses. 3. Federal Tax Information The Fund paid dividends, characterized for tax purposes as ordinary income, of $216,268 and $541,986 during the years ended December 31, 2003 and December 31, 2002, respectively./1/ As of December 31, 2003 and December 31, 2002, the components of accumulated earnings/(deficit) on a tax basis for the Fund were as follows:
Accumulated Total Undistributed Capital and Unrealized Accumulated Ordinary Dividends Other Gains Appreciation/ Earnings/ Year Income Payable and (Losses) (Depreciation) (Deficit) ---- ------------- --------- ------------ -------------- ----------- 2003 $9,026 $(9,026) $-- $-- $--
/1/ Total dividends paid may differ from the amount reported in the Statements of Changes in Net Assets because for tax purposes dividends are recognized when actually paid. 4. Subsequent Event The Institutional Fund and The Money Market Fund of The Flex-funds Trust, which are managed by Meeder Asset Management, Inc., are organized in the master-feeder structure. Under this structure both funds, having the same investment objective, invest in the same master portfolio, the Money Market Portfolio. The Board of Trustees has approved the liquidation, on or about April 30, 2004, of the Institutional Fund. In conjunction with this liquidation, the Board of Trustees has also approved the termination, on or about April 30, 2004, of the Money Market Portfolio. The shareholders of the Institutional Fund will have the opportunity to invest their liquidation proceeds in a new class of shares of The Money Market Fund, which will have a virtually identical investment objective as the Institutional Fund. Consequently, on or about April 30, 2004, The Flex-funds Money Market Fund will be a stand-alone fund offering two classes of shares and will continue to be managed by Meeder Asset Management, Inc. 11 Independent Auditors' Report To the Shareholders and Board of Trustees of The Institutional Fund: We have audited the accompanying statement of assets and liabilities of The Institutional Fund (the Fund) as of December 31, 2003, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the periods presented in the two year period then ended, and the financial highlights for each of the periods presented in the five year period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Fund as of December 31, 2003, the results of its operations for the year then ended, the changes in its net assets for each of the periods presented in the two year period then ended, and the financial highlights for each of the periods presented in the five year period then ended, in conformity with accounting principles generally accepted in the United States of America. KPMG LLP Columbus, Ohio March 15, 2004 12 Statement of Assets & Liabilities December 31, 2003 - --------------------------------------------------------------------------------
Money Market Portfolio ------------ Assets Investments, at value* $170,270,855 Repurchase agreements, at value* 26,351,000 Trustee deferred compensation investments, at value 60,366 Cash 748 Interest and dividend receivable 1,467,815 Prepaid expenses/other assets 778 ---------------------------------------------------------------- Total Assets 198,151,562 ---------------------------------------------------------------- Liabilities Payable for securities purchased 3,704,289 Payable for Trustee Deferred Compensation Plan 60,366 Payable to investment advisor 24,754 Accrued fund accounting fees 5,261 Other accrued liabilities 10,925 ---------------------------------------------------------------- Total Liabilities 3,805,595 ---------------------------------------------------------------- ---------------------------------------------------------------- Total Net Assets $194,345,967 ---------------------------------------------------------------- ---------------------------------------------------------------- * Investments, at cost $196,621,855 ----------------------------------------------------------------
See accompanying notes to financial statements. 13 Statement of Operations For the Year Ended December 31, 2003 - --------------------------------------------------------------------------------
Money Market Portfolio ---------- Investment Income Interest $2,800,152 -------------------------------------------------------------- Total Investment Income 2,800,152 -------------------------------------------------------------- Expenses Investment advisor 668,771 Fund accounting 57,751 Trustee 8,583 Audit 6,168 Custodian 8,322 Legal 4,081 Insurance 1,824 Other 1,482 -------------------------------------------------------------- Total Expenses Before Reductions 756,982 -------------------------------------------------------------- Investment advisor fees waived (374,508) -------------------------------------------------------------- Total Net Expenses 382,474 -------------------------------------------------------------- -------------------------------------------------------------- Net Investment Income 2,417,678 -------------------------------------------------------------- -------------------------------------------------------------- Net Change in Net Assets Resulting from Operations $2,417,678 --------------------------------------------------------------
See accompanying notes to financial statements. 14 Statements of Changes in Net Assets For the Years Ended December 31, - --------------------------------------------------------------------------------
Money Market Portfolio ---------------------------- 2003 2002 ------------- ------------- Operations Net investment income $ 2,417,678 $ 4,658,599 - --------------------------------------------------------------------------------------------------------------------- Net change in net assets resulting from operations 2,417,678 4,658,599 - --------------------------------------------------------------------------------------------------------------------- Transactions of Investors' Beneficial Interests Contributions 245,964,298 325,392,543 Withdrawals (264,913,444) (389,503,659) - --------------------------------------------------------------------------------------------------------------------- Net change in net assets resulting from transactions of investors' beneficial interests (18,949,146) (64,111,116) - --------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------- Total Change in Net Assets (16,531,468) (59,452,517) - --------------------------------------------------------------------------------------------------------------------- Net Assets -- Beginning of Period 210,877,435 270,329,952 - --------------------------------------------------------------------------------------------------------------------- Net Assets -- End of Period $ 194,345,967 $ 210,877,435 - ---------------------------------------------------------------------------------------------------------------------
See accompanying notes to financial statements. 15 Financial Highlights Ratios/Supplementary Data For Each Fiscal Year Ended December 31, - -------------------------------------------------------------------------------- Money Market Portfolio
2003 2002 2001 2000 1999 -------- -------- -------- -------- ---------- Total Return 1.17% 1.83% 4.54% 6.61% 5.37% Net assets, end of period ($000) $194,346 $210,877 $270,330 $297,206 $1,104,197 Ratio of net expenses to average net assets 0.18% 0.20% 0.21% 0.19% 0.18% Ratio of net investment income to average net assets 1.16% 1.83% 4.26% 6.05% 5.07% Ratio of expenses to average net assets before reductions 0.36% 0.36% 0.35% 0.30% 0.30%
See accompanying notes to financial statements. 16 Notes to Financial Statements December 31, 2003 - -------------------------------------------------------------------------------- 1. Organization and Significant Accounting Policies The Institutional Fund (the "Fund") invests all of its investable assets in a corresponding open-end management investment company (a "Portfolio") having the same investment objective as the Fund. The Portfolio is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as a no-load, open-ended management investment company, which was organized as a trust under the laws of the State of New York. For federal income tax purposes the Portfolio qualifies as a partnership, and each investor in the Portfolio is treated as the owner of its proportionate share of the net assets, income, expenses, and realized and unrealized gains and losses of the Portfolio. Accordingly, as a "pass-through" entity, the Portfolio pays no income dividend or capital gain distribution. Use of estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Security valuation. Money market securities held in the Portfolio are valued at amortized cost, which approximates value. In compliance with Rule 2a-7 of the 1940 Act, the amortized values are compared to prices obtained from independent pricing services that use valuation techniques approved by the Board of Trustees ("Trustees"). Repurchase agreements. The Portfolio may engage in repurchase agreement transactions whereby the Portfolio takes possession of an underlying debt instrument subject to an obligation of the seller to repurchase the instrument from the Portfolio and an obligation of the Portfolio to resell the instrument at an agreed upon price and term. At all times, the Portfolio maintains the value of collateral, including accrued interest, at least 100% of the amount of the repurchase agreement, plus accrued interest. If the seller defaults or the fair value of the collateral declines, realization of the collateral by the Portfolio may be delayed or limited. Federal income taxes. The Portfolio will be treated as a partnership for federal income tax purposes. As such, each investor in the Portfolio will be subject to taxation on its share of the Portfolio's ordinary income and capital gains. It is the Portfolio's policy to continue to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to it. Therefore, no federal income tax provision is required. Other. The Portfolio records security transactions on the trade date. Gains and losses realized from the sale of securities are determined on the specific identification basis. Interest income (including amortization of premium and accretion of discount) is recognized as earned. Under a Deferred Compensation Plan (the "Plan"), non-interested Trustees may elect to defer receipt of a portion of their annual compensation. Under the Plan, deferred amounts are invested in shares of The Flex-funds. Deferred amounts remain in the Portfolio until distributed in accordance with the Plan. 2. Investment Transactions As of December 31, 2003, the aggregate cost basis of investments for federal income tax purposes was $196,621,855. 3. Investment Advisory Fees and Other Transactions with Affiliates Meeder Asset Management, Inc. ("MAM"), a wholly-owned subsidiary of Meeder Financial, Inc. ("Meeder"), provides the Portfolio with investment management, research, statistical and advisory services. For such services the Portfolio pays a fee at the following annual rates: 0.40% of average daily net assets up to $100 million and 0.25% of average daily net assets exceeding $100 million. During the year ended December 31, 2003, MAM agreed to reduce $374,508 of investment advisory fees in the Portfolio. 17 Mutual Funds Service Co. ("MFSCo"), a wholly-owned subsidiary of Meeder, serves as accounting services agent for the Portfolio. In compensation for such services, the Portfolio pays MFSCo an annual fee equal to the greater of: a. 0.15% of the first $10 million of average daily net assets, 0.10% of the next $20 million of average daily net assets, 0.02% of the next $50 million of average daily net assets, and 0.01% in excess of $80 million of average daily net assets, or b. $30,000. 18 Independent Auditors' Report To the Shareholders and The Board of Trustees of the Money Market Portfolio: We have audited the accompanying statement of assets and liabilities of the Money Market Portfolio (the Portfolio), including the schedule of investments, as of December 31, 2003, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the periods presented in the two year period then ended, and the financial highlights for each of the periods presented in the five year period then ended. These financial statements and financial highlights are the responsibility of the Portfolio's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2003, by correspondence with the custodian, brokers, and other appropriate audit procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Portfolio as of December 31, 2003, the results of its operations for the year then ended, the changes in its net assets for each of the periods presented in the two year period then ended, and the financial highlights for each of the periods presented in the five year period then ended, in conformity with accounting principles generally accepted in the United States of America. KPMG LLP Columbus, Ohio March 15, 2004 19 Trustees and Officers - -------------------------------------------------------------------------------- Certain trustees and officers of the Portfolio are also officers or directors of Meeder, MAM and MFSCo. The Trustees oversee the management of the Trust, the Fund, and the Portfolio and elect their officers. The officers are responsible for the Fund's and the Portfolio's day-to-day operations. The Trustees' and officers' names, addresses, years of birth, positions held with the Trust, and length of service as a Meeder Advisor Funds Trustee are listed below. Also included is each Board member's principal occupation during, at least, the past five years. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. Except as otherwise shown, all persons named as Trustees also serve in similar capacities for all other mutual funds advised by MAM, including Meeder Advisor Funds, The Flex-funds, and the corresponding portfolios of Meeder Advisor Funds and The Flex-funds (collectively, the "Fund Complex"). Those Trustees who are "interested persons", as defined in the 1940 Act, by virtue of their affiliation with the Fund Complex are indicated by an asterisk (*).
Name, Address(1), and Principal Occupation During Year of Birth Position and Length of Service(2) Past Five Years - ------------- --------------------------------- --------------------------------------- Robert S. Meeder, Sr.* Trustee and President Chairman of Meeder Asset Year of Birth: 1929 Management, Inc., an investment advisor; Chairman and Director of Mutual Funds Service Co., the Fund Complex's transfer agent; Director of Adviser Dealer Services, Inc., the Fund Complex's Distributor. Milton S. Bartholomew Trustee Retired; formerly a practicing attorney Year of Birth: 1929 in Columbus, Ohio; member of the Fund Complex's Audit Committee. Roger D. Blackwell Trustee Professor of Marketing and Consumer Year of Birth: 1940 Behavior, The Ohio State University; President of Blackwell Associates, Inc., a strategic consulting firm. Robert S. Meeder, Jr.* Trustee and Vice President President of Meeder Asset Year of Birth: 1961 Management, Inc. Walter L. Ogle Trustee Retired; formerly Executive Vice Year of Birth: 1937 President of Aon Consulting, an employee benefits consulting group; member of the Fund Complex's Audit Committee. Charles A. Donabedian Trustee President, Winston Financial, Inc., Year of Birth: 1943 which provides a variety of marketing consulting services to investment management companies; CEO, Winston Advisors, Inc., an investment advisor; member of the Fund Complex's Audit Committee. James W. Didion Trustee Retired; formerly Executive Vice Year of Birth: 1930 President of Core Source, Inc., an employee benefit and Workers' Compensation administration and consulting firm (1991 - 1997). Jack W. Nicklaus Trustee Designer, Nicklaus Design, a golf Year of Birth: 1961 course design firm and division of The Nicklaus Companies.
(1) The address of each Trustee is 6125 Memorial Drive, Dublin, OH 43017. (2) Each Trustee serves for an indefinite term, until his or her resignation, death, or removal. * Robert S. Meeder, Sr. is deemed an "interested person" of the Trust by virtue of his position as Chairman of Meeder Asset Management, Inc., the Advisor of the Portfolio. Robert S. Meeder, Jr. is deemed an "interested person" of the Trust by virtue of his position as President of Meeder Asset Management, Inc., the Advisor of the Portfolio. 20 Manager and Investment Advisor: Meeder Asset Management, Inc 6125 Memorial Drive P.O. Box 7177 Dublin, Ohio 43017 Board of Trustees Milton S. Bartholomew Dr. Roger D. Blackwell James Didion Charles Donabedian Robert S. Meeder, Sr. Robert S. Meeder, Jr. Jack Nicklaus II Walter L. Ogle Custodian The Huntington National Bank Columbus, Ohio 43215 Transfer Agent Dividend Disbursing Agent Mutual Funds Service Co. 6125 Memorial Drive Dublin, Ohio 43017 Auditors KPMG LLP Columbus, Ohio 43215 Meeder Advisor Funds Managed by Meeder Asset Management, Inc. 6125 Memorial Drive, Dublin Ohio, 43017 Call Toll Free 800-325-3539 | 614-760-2159 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. Item 3. Audit Committee Financial Expert. Currently, the Meeder Advisor Funds (the "Funds") do not have an Audit Committee member who possesses all of the attributes required to be an "audit committee financial expert" as defined in instruction 2(b) of Item 3 of Form N-CSR. However, the Board of Trustees believes that each member of the Audit Committee has substantial experience relating to the review of financial statements and the operations of audit committees. Accordingly, the Board of Trustees believes that the members are qualified to evaluate the Funds' financial statements, supervise the Funds' preparation of its financial statements, and oversee the work of the Funds' independent auditors. The Board of Trustees also believes that, although no single Audit Committee member possesses all of the attributes required to be an "audit committee financial expert", the Audit Committee members collectively as a group possess the attributes required to be an "audit committee financial expert." The information required by this Item is only required in an annual report of this 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: 2003 2002 Audit Fees $3,912 $4,663 Audit-Related Fees -- -- Tax Fees -- 911 All Other Fees 222 147 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. Tax fees include amounts related to tax compliance, tax planning, and tax advice. 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) 100% 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 $14,000 and $21,700, respectively. (h) Not applicable. Items 5. Audit Committee of Listed Registrants. Not applicable. Item 6. [Reserved] Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. Not applicable. Item 8. [Reserved] Item 9. Controls and Procedures. (a) Based on our evaluation conducted within 90 days of the filing date, hereof, the design and operation of the registrant's disclosure controls and procedures are effective to ensure that material information relating to the registrant is made known to the certifying officers by others within the appropriate entities, particularly during the period in which Forms N-CSR are being prepared, and the registrant's disclosure controls and procedures allow timely preparation and review of the information for the registrant's Form N-CSR and the officer certifications of such Form N-CSR. (b) There were no significant changes in the registrant's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Item 10. Exhibits. (a)(1) Code of Ethics filed herewith as EX-99.CODE ETH. (a)(2) 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. (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 Advisor Funds By: /s/ Bruce E. McKibben ----------------------------------- Bruce E. McKibben, Treasurer Date: March 15, 2004 ----------------------------------- 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, Treasurer Date: March 15, 2004 ----------------------------------- By: /s/ Robert S. Meeder, Sr. ----------------------------------- Robert S. Meeder, Sr., Chairman Date: March 15, 2004 ----------------------------------- EX-99.CODE ETH 3 dex99codeeth.txt CODE OF ETHICS Exhibit (a)(1) CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS OF THE FLEX-FUNDS AND MEEDER ADVISOR FUNDS This Code of Ethics for Principal Executive and Senior Financial Officers (referred to in this document as the "Code") has been adopted by The Flex-funds and Meeder Advisor Funds (each referred to herein as the "Company"), on behalf of their respective series (individually, a "Fund" and collectively, the "Funds") to effectuate compliance with Section 406 under the Sarbanes-Oxley Act of 2002 and the rules adopted pursuant to Section 406. This Code applies to the Company's principal executive officer, principal financial officer, principal accounting officer, or persons performing similar functions ("Covered Officers"). A listing of positions currently within the ambit of Covered Officers is attached as EXHIBIT A./1/ 1. Purpose of the Code This Code sets forth standards and procedures that are reasonably designed to deter wrongdoing and promote: . honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; . full, fair, accurate, timely, and understandable disclosure in reports and documents that a Fund files with, or submits to, the U.S. Securities and Exchange Commission ("SEC") and in other public communications made by the Company; . compliance with applicable governmental laws, rules and regulations; - ---------------------- /1/ The obligations imposed by this Code on Covered Officers are separate from and in addition to any obligations that may be imposed on such persons as Covered Persons under the Code of Ethics adopted by the Company, under Rule 17j-1 of the Investment Company Act of 1940, as amended, and any other code of conduct applicable to Covered Officers in whatever capacity they serve. This Code does not incorporate by reference any provisions of the Rule 17j-1 Code of Ethics and accordingly, any violations or waivers granted under the Rule 17j-1 Code of Ethics will not be considered a violation or waiver under this Code. . the prompt internal reporting of violations of this Code to the Code Administrator identified below; and . accountability for adherence to this Code. In general, the principles that govern honest and ethical conduct, including the avoidance of conflicts of interest between personal and professional relationships, reflect, at the minimum, the following: (1) the duty at all times in performing any responsibilities as the Company financial officer, accountant or principal executive officer to place the interests of the Company ahead of personal interests; (2) the fundamental standard that Covered Officers should not take inappropriate advantage of their positions; (3) the duty to assure that the Company's financial statements and reports to its shareholders are prepared honestly and accurately in accordance with applicable rules, regulations and accounting standards; and (4) the duty to conduct the Company's business and affairs in an honest and ethical manner. Each Covered Officer should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest. Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between the Company and Meeder Asset Management, Inc. ("MAM") of which the Covered Officers are also officers or employees. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for the Company or MAM, or for both), be involved in establishing policies and implementing decisions that will have different effects on MAM and the Company. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Company and MAM and is consistent with the performance by the Covered Officers of their duties as officers of the Company. Thus, if performed in conformity with the provisions of the Investment Company Act of 1940 and the Investment Advisers Act of 1940, such activities will be deemed to have been handled ethically. Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act of 1940 and the Investment Advisers Act of 1940. This Code provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of the Company. 2. Prohibitions The specific provisions and reporting requirements of this Code are concerned primarily with promoting honest and ethical conduct and avoiding conflicts of interest in personal and professional relationships. No Covered Officer may use information concerning the business and affairs of a Fund, including the investment intentions of a Fund, or use his or her ability to influence such investment intentions, for personal gain to himself or herself, his or her family or friends or any other person or in a manner detrimental to the interests of a Fund or its shareholders. 2 No Covered Officer may use his or her personal influence or personal relationships to influence the preparation and issuance of financial reports of a Fund whereby the Covered Officer would benefit personally to the detriment of the Fund and its shareholders. No Covered Officer shall intentionally for any reason take any action or fail to take any action in connection with his or her official acts on behalf of a Fund that causes the Fund to violate applicable laws, rules and regulations. No Covered Officer shall, in connection with carrying out his or her official duties and responsibilities on behalf of a Fund: (i) employ any device, scheme or artifice to defraud a Fund or its shareholders; (ii) intentionally cause a Fund to make any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading in its official documents, regulatory filings, financial statements or communications to the public; (iii) engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any Fund or its shareholders; (iv) engage in any manipulative practice with respect to any Fund; (v) use his or her personal influence or personal relationships to influence any business decision, investment decisions, or financial reporting by a Fund whereby the Covered Officer would benefit personally to the detriment of the Fund or its shareholders; (vi) intentionally cause a Fund to fail to comply with applicable laws, rules and regulations, including failure to comply with the requirement of full, fair, accurate, understandable and timely disclosure in reports and documents that a Fund files with, or submits to, the SEC and in other public communications made by the Fund; (vii) intentionally mislead or omit to provide material information to a Fund's independent auditors or to the Company's Board of Trustees or the officers of the Company or its investment adviser in connection with financial reporting matters; (viii) fail to notify the Code Administrator promptly if he or she becomes aware of any existing or potential violations of this Code or applicable laws; (ix) retaliate against others for, or otherwise discourage the reporting of, actual or apparent violations of this Code; or 3 (x) fails to acknowledge or certify compliance with this Code if requested to do so. 3. Designated Persons Under the Code As set forth in greater detail below, the Covered Officers shall report to either: (i) the Code Administrator or (ii) if the Covered Person is the Principal Executive Officer, the Chairman of the Audit Committee of the Board of Trustees of the Company (the "Audit Committee Chairman") (the "Code Administrator" and the "Audit Committee Chairman" hereinafter referred to collectively as the "Designated Persons," and singly as the "Designated Person," as appropriate). 4. Roles and Responsibilities of the Designated Persons and the Independent Trustees As discussed in greater detail below, given the seniority of the Covered Officers: (a) the Code Administrator shall be responsible for conducting investigations of prospective and past conduct or activity by Covered Officers (other than the Principal Executive Officer of the Company) brought to the attention of the Code Administrator, and: i. with respect to such prospective conduct or activity, also shall be responsible for making a final determination whether or not such conduct or activity will violate this Code; ii. with respect to such past conduct or activity, also shall be responsible for making a preliminary determination whether or not such conduct or activity has violated this Code; and iii. with respect to such prospective and past conduct or activity, also shall be responsible for making a preliminary determination whether or not to grant a waiver to the Covered Officer for such conduct or activity; (b) the Code Administrator promptly shall report to the Trustees of the Company who are not "interested persons" of the Company, as that term is defined in Section 2(a)(19) of the 1940 Act (hereinafter, the "Independent Trustees"): i. his or her preliminary determination whether or not any such past conduct or activity has violated this Code and any recommended sanction, as appropriate; and ii. his or her preliminary determination whether or not any such prospective or past conduct or activity should be the subject of a waiver; (c) the Audit Committee Chairman shall be responsible for conducting investigations of prospective and past conduct by the Principal Executive Officer of the Company brought to the attention of the Audit Committee Chairman, and: 4 i. with respect to such prospective conduct or activity, also shall be responsible for making a final determination whether or not such conduct or activity will violate this Code; ii. with respect to such past conduct or activity, also shall be responsible for making a preliminary determination whether or not such conduct or activity has violated this Code; and iii. with respect to such prospective and past conduct or activity, also shall be responsible for making a preliminary determination whether or not to grant a waiver to the CEO for such conduct or activity; (d) the Audit Committee Chairman promptly shall report to the Independent Trustees: i. his or her preliminary determination whether or not any such past conduct or activity has violated this Code and any recommended sanction, as appropriate; and ii. his or her preliminary determination whether or not any such prospective or past conduct or activity should be the subject of a waiver; (e) the Independent Trustees shall be solely responsible for promptly determining whether or not: (a) to accept the preliminary determinations made by the Designated Person with respect to past conduct or activity of the Covered Officer (including the Principal Executive Officer of the Company); and (b) to grant waivers under this Code and these determinations of the Independent Trustees shall be final; (f) the Independent Trustees further shall be solely responsible for: i. taking all necessary and appropriate disciplinary or preventive action(s) (necessary and appropriate disciplinary or preventive actions(s) may include a letter to censure, suspension, dismissal, or, in the event of criminal or other serious violations of law, notification to the SEC and/or appropriate law enforcement authorities) in regard to any existing, actual, or potential violation of this Code by any Covered Officer including the Principal Executive Officer of the Company); and 5 ii. assuring that any changes to or waivers (or implicit waivers/2/) of this Code, to the extent required, shall be disclosed on Form N-CSR, as provided by SEC rules; and (g) all determinations, both preliminary and final, made by the Designated Persons and Independent Trustees shall be in writing. 5. Reporting Requirements (a) Each Covered Officer shall, upon becoming subject to this Code, be provided with a copy of this Code and shall affirm in writing that he or she has received, read, understands and shall adhere to this Code. (b) At least annually, all Covered Officers shall be provided with a copy of this Code and shall certify that they have read and understand this Code and recognize that they are subject thereto. (c) At least annually, all Covered Officers shall certify that they have complied with the requirements of this Code and that they have disclosed or reported any violations of this Code to the Code Administrator. (d) The Code Administrator shall submit a quarterly report to the Board of Trustees of the Company containing (i) a description of any report of a conflict of interest or apparent conflict and the disposition thereof; (ii) a description of any request for a waiver from this Code and the disposition thereof; (iii) any violation of the Code that has been reported or found and the sanction imposed; (iv) interpretations issued under the Code by the Code Administrator; and (v) any other significant information arising under the Code including any proposed amendments. (e) Each Covered Officer shall notify the Designated Person promptly if he or she knows of or has a reasonable belief that any violation of this Code has occurred or is likely to occur. Failure to do so is itself a violation of this Code. ___________________ /2/ An "implicit waiver" is the failure to take action within a reasonable period of time regarding a material departure from a provision of this Code that has been made known to the Designated Person. 6 6. Annual Renewal At least annually, the Board of Trustees of the Company shall review the Code and determine whether any amendments are necessary or desirable, and shall consider whether to renew and/or amend the Code. 7. Administration and Construction (a) The administration of this Code of Ethics shall be the responsibility of MAM's General Counsel as the "Code Administrator" of this Code, acting under the terms of this Code and the oversight of the Trustees of the Company. (b) The duties of such Code Administrator will include: (i) Continuous maintenance of a current list of the names of all Covered Officers; (ii) Furnishing all Covered Officers a copy of this Code and initially and periodically informing them of their duties and obligations thereunder; (iii) Maintaining or supervising the maintenance of all records required by this Code, including records of waivers granted hereunder; (iv) Issuing interpretations of this Code which appear to the Code Administrator to be consistent with the objectives of this Code and any applicable laws or regulations; (v) Conducting such inspections or investigations as shall reasonably be required to detect and report any violations of this Code, with his or her recommendations, as specified herein. (vi) Periodically conducting educational training programs as needed to explain and reinforce the terms of this Code. (c) In carrying out the duties and responsibilities described under this Code, the Designated Person may consult with legal counsel, who may include legal counsel to the applicable Company, and such other persons as the Designated Person shall deem necessary or desirable. The Designated Person shall be protected from any liability hereunder or under any applicable law, rule or regulation, for decisions made in good faith based upon his or her reasonable judgment. 7 8. Required Records The Code Administrator shall maintain and cause to be maintained in an easily accessible place, the following records for the period required by applicable SEC rules (currently six years following the end of the fiscal year of the Company in which the applicable event or report occurred): (a) A copy of any Code which has been in effect during the period; (b) A record of any violation of any such Code and of any action taken as a result of such violation, during the period; (c) A copy of each annual report pursuant to the Code made by a Covered Officer during the period; (d) A copy of each report made by a Designated Person pursuant to this Code during the period; (e) A list of all Covered Officers who are or have been required to make reports pursuant to this Code during the period, plus those person(s) who are or were responsible for reviewing these reports; (f) A record of any request to waive any requirement of this Code, the decision thereon and the reasons supporting the decision; and (g) A record of any report of any conflict of interest or appearance of a conflict of interest received by the Designated Person or discovered by the Designated Person during the period, the decision thereon and the reasons supporting the decision. 9. Amendments and Modifications This Code may not be amended or modified except by an amendment in writing which is approved or ratified by a majority vote of the Independent Trustees of the Company. 10. Confidentiality This Code is identified for the internal use of each Company and MAM. Reports and records prepared or maintained under this Code are considered confidential and shall be maintained and protected accordingly to the extent permitted by applicable laws, rules and regulations. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Trustees of the Company and their counsel, the independent auditors of the Company and/or MAM, and to MAM, except as such disclosure may be required pursuant to applicable judicial or regulatory process. Dated as of: February 5, 2004 8 Exhibit A POSITIONS COVERED BY THIS CODE OF ETHICS FOR SENIOR OFFICERS The Flex-funds Meeder Advisor Funds Principal Executive Officer Principal Financial Officer, Principal Accounting Officer and Treasurer 9 EX-99.CERT 4 dex99cert.txt 302 CERTIFICATION Exhibit (a)(2) I, Robert S. Meeder, Sr., certify that: 1. I have reviewed this report on Form N-CSR of the Meeder Advisor Funds Trust: 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: (a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and (d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year (the registrant's second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have significant role in the registrant's internal controls over financial reporting. /s/ Robert S. Meeder, Sr. President - ------------------------------ ------------------------ [Signature] [Title] March 15, 2004 - ------------------------------ [Date] I, Bruce E. McKibben, certify that: 1. I have reviewed this report on Form N-CSR of the Meeder Advisor Funds Trust: 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: (a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and (d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year (the registrant's second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have significant role in the registrant's internal controls over financial reporting. /s/ Bruce E. McKibben Treasurer - ---------------------------- ----------------------- [Signature] [Title] March 15, 2004 - ---------------------------- [Date] EX-99.906CERT 5 dex99906cert.txt 906 CERTIFICATION Exhibit(b) This certification is provided pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and 18 U.S.C. ss. 1350, and accompanies the report of Form N-CSR for the period ended December 31, 2003, of Meeder Advisor Funds Trust (the "Trust"). Each of the undersigned officers of the Trust hereby certify that, to the best of such officer's knowledge: (i) the Form N-CSR fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and (ii) the information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operation of the Trust. Date: March 15, 2004 ------------------------- /s/ Robert S. Meeder, Sr. ------------------------- Name: Robert S. Meeder, Sr. Title: Chairman /s/ Bruce E. McKibben ------------------------- Name: Bruce E. McKibben Title: Treasurer A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this statement required by Section 906, has been provided to the Trust and will be retained by the Trust and furnished to the SEC or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----