As filed withSCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
andExchangeCommission on January 26, 2006. SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT FILE NUMBER 811-3462 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OFAct of 1934(AMENDMENT NO. __) |X| Filed by the Registrant |_| Filed by a Party other than the Registrant
| Filed by the Registrant | [X] |
| Filed by a Party other than the Registrant | [ ] |
Check the appropriate box:
|_| Preliminary Proxy Statement
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
THE FLEX-FUNDS
(Name
| [X] | Preliminary Proxy Statement |
| [ ] | Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2)) |
| [ ] | Definitive Proxy Statement |
| [ ] | Definitive Additional Materials |
| [ ] | Soliciting Material Pursuant to §240.14a-12 |
MEEDER FUNDS
(Name of Registrant as Specified in Its Charter)
Not Applicable
(Name of Person (s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (checkFiling Fee (Check the appropriate box):
|_| $125 per Exchange Act Rules 0-11(c) (1) (ii), 14a-6 (i) (1), or 14a-6 (i)
(2) or Item 22(a) (2) or schedule 14A (sent by wire transmission).
|_| Fee paid previously with preliminary materials.
|X| No fee required.
[President' Letterhead]
Important Information
January 30, 2006
Dear Fellow Shareholder:
I am writing to ask for your vote on an important matter concerning your
investment in one or more
| [X] | No fee required. | |
| [ ] | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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| [ ] | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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Institutional Prime Money Market Fund
a series of The Flex-funds' mutual funds. The accompanying
proxy statement includes information regarding the election of your fund's Board
of Trustees.
Changes to the structure of your Board of Trustees
For the reasons detailed in the proxy statement, your Board is recommending that
The Flex-funds and another mutual fund complex,
Meeder Premier Portfolios, share
common Trustees. Meeder Premier Portfolios is also advised and managed by Meeder
Asset Management, Inc., the same investment adviser for The Flex-funds.
Following discussions between the boards of both fund complexes, it was
determined that such a common membership arrangement was desirable and should be
recommended to the shareholders of the two fund groups.
To accomplish this, your Board is asking you to add the two independent Meeder
Premier Portfolios' Trustees to The Flex-funds' Board, as well as to elect four
current Flex-funds' Trustees. The proxy statement includes a brief description
of each nominee's background and provides information about all of the Trustees
who would serve on the common boards.
It is important to note that five of the six nominees are independent Trustees.
This means that those independent Trustees have no direct or indirect interest
in Meeder Asset Management, Inc., your fund's investment adviser.
There is no impact on your fund's objectives, policies or management fees.
The proposal set forth in the enclosed proxy statement is considered a routine
item. A routine item is one that makes no changes to a fund's investment
objectives, policies, restrictions, or its investment management contracts or
fees.
Your vote is important!
Your Trustees believe the proposed changes will benefit you and your fellow
shareholders and unanimously recommend that you vote in favor of this proposal.
Please complete the enclosed proxy ballot form, sign it and mail it to us
immediately. For your convenience, a postage-paid return envelope has been
provided. A prompt response will help avoid the cost of additional mailings at
your fund's expense.
If you have any questions or need additional information, please contact your
financial professional or call the Shareholder Services Team toll free at
800-325-3539, Monday through Friday, between 8:30 a.m. and 5:00 p.m. Eastern
Standard Time.
Thank you for your prompt action on this very important matter.
Sincerely yours,
Robert S. Meeder, Jr.
President and Trustee
6125 Memorial Drive
Dublin, Ohio 43017
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH
To Be Held December 7, 2006
THE FLEX-FUNDS:
2023
The Muirfield Fund(R)
The Total Return Utilities Fund
The Quantex Fund(TM)
The Dynamic Growth Fund
The Aggressive Growth Fund
The U.S. Government Bond Fund
The Money Market Fund
Notice is hereby given that a Special MeetingBoard of Shareholders (the "Meeting")Trustees of The Flex-funds Trust,Meeder Funds, an open-end investment management company organized as a Massachusetts business trust (the "Trust"“Trust”), willhas called a special meeting (the “Meeting”) of the shareholders of the Institutional Prime Money Market Fund (the “Fund”), to be held at the Trust's offices located at 6125of Meeder Asset Management, Inc., 6215 Memorial Drive, Dublin, Ohio Tuesday,
March43017, on December 7, 20062023 at 9:8:00 a.m., Eastern Standard Time. The purpose ofTime, for the Meeting is
to consider and act upon a proposal to elect six trustees to hold office until
their respective successors have been duly elected and qualified and to transact
such other business as may properly come before the Meeting or any adjournment
thereof.
Shareholdersfollowing purpose:
1. | To approve a change to the Fund’s fundamental investment policy to require that the Fund will, under normal circumstances, invest more than 25% of the value of its total assets in instruments issued by companies in the financial services group of industries. The Fund, may, however, invest less than 25% of the value of its total assets in this group of industries for temporary defensive purposes. |
| 2. | To transact such other business as may properly come before the Meeting or any adjournments or postponements thereof. |
Only Fund shareholders of record of the Trust as ofat the close of business on January 6,
2006December 7, 2023 are entitled to notice of, and are invitedto vote at, the Meeting and any adjournments or postponements thereof. The Notice of Meeting, Proxy Statement and accompanying form of proxy will first be mailed to shareholders on or about [MAILING DATE], 2023.
By Order of the Board of Trustees
/s/ Robert S. Meeder, Jr.
Robert S. Meeder, Jr., President
YOUR VOTE IS IMPORTANT
To assure your representation at the Meeting, please follow the instructions provided on the Proxy Card (or voting instruction form), and vote by emailing your ballot to meederfunds@meederinvestment.com, faxing your ballot to (614) 766-6669 or by mailing your ballot to P.O. Box 7177, Dublin, Ohio 43017. Whether or not you plan to attend the Meeting in person, toplease vote at the Meeting and at any related follow-up meeting.
Your Trustees recommend thatyour shares; if you vote in favor of all six of the nominees for
trustee.
Whether or not you expect to attend the Meeting, you may revoke your proxy and vote your shares in person. For more information or assistance with voting, please complete and return the
enclosed proxy card. Please take call (800) 325-3539.
Institutional Prime Money Market Fund
a few minutes to vote now. Please date, sign,
and return the proxy card in the postage-paid return envelope provided. In order
to avoid unnecessary expense, we ask for your cooperation in responding
promptly, no matter how large or small your holdings may be.
Here are some general instructions for executing proxy cards. For individual
accounts, your name should be signed exactly as it appears in the registration
on the proxy card. For joint accounts, either party may sign, but the nameseries of
the party signing should conform exactly to a name shown in the registration.
Thank you for your time and prompt vote.
By order of the Board of Trustees,
Wesley F. Hoag
Secretary
January 30, 2006
Meeder Funds
6125 Memorial Drive
Dublin, Ohio 43017
____________
PROXY STATEMENT
____________
SPECIAL MEETING OF SHAREHOLDERS OF
THE FLEX-FUNDS:
The Muirfield Fund(R)
The Total Return Utilities Fund
The Quantex Fund(TM)
The Dynamic Growth Fund
The Aggressive Growth Fund
The U.S. Government Bond Fund
The Money Market Fund
TO BE HELD ON MARCH
To Be Held December 7, 2006
2023
____________
INTRODUCTION
This proxy statementProxy Statement is furnished in connection with the solicitation of proxies by the Board of Trustees (the "Board"“Board”) of The Flex-fundsMeeder Funds (the "Trust"“Trust”) to be
used, on behalf of Institutional Prime Money Market Fund (the “Fund”), for use at the Special Meetingspecial meeting of Shareholders of The Flex-funds. Trusteesshareholders of the Trust ("Trustees"(the “Meeting”) are elected on a Trust-wide basis. Therefore, all
shareholders of each fund (and all classes of shares of those funds) vote
together as a single class on the election of Trustees.
The Special Meeting of Shareholders is to be held at 6125the offices of Meeder Asset Management, Inc., 6215 Memorial Drive, Dublin, Ohio 43017, on Tuesday, MarchDecember 7, 20062023 at 9:8:00 a.m., Eastern Standard Time.Time, and at any and all adjournments thereof. The purposeNotice of the Meeting, is to consider a proposal (the "Proposal") to elect six
Trustees to hold office until their respective successors have been duly electedProxy Statement and qualified. Shareholdersaccompanying form of record on January 6, 2006 are entitled to attend
and vote on the Proposal at the meeting or any adjourned meeting.
This proxy statement and the accompanying proxy card are beingwill be mailed to each
fund's record date shareholders on or about January 30, 2006.
Each share owned[MAILING DATE], 2023.
The Board called the Meeting for the following purposes:
1. | To approve a change to the Fund’s fundamental investment policy to require that the Fund will, under normal circumstances, invest more than 25% of the value of its total assets in instruments issued by companies in the financial services group of industries. The Fund, may, however, invest less than 25% of the value of its total assets in this group of industries for temporary defensive purposes. |
| 2. | To transact such other business as may properly come before the Meeting or any adjournments or postponements thereof. |
Only Fund shareholders of record at the record date isclose of business on October 16, 2023 (the “Record Date”) are entitled to one vote. All shareholdersnotice of, each fund (and all classes of shares of those funds)and to vote together as a
single class on the election of Trustees. Shares represented by properly
executed proxies will be voted according to shareholder instructions. If you
sign a proxy, but abstain from voting, your shares will be voted in favor of
each of the Nominees. If the enclosed proxy is executed and returned, that vote
may nevertheless be revoked at, any time prior to its use by written notification
received by the Trust, by the execution of a later-dated proxy, or by attending the Meeting and voting in person. If any other business comes before the
Meeting, your shares will be voted at the discretion of the persons named as
proxies. If not present at the Meeting, the Trust must receive your proxy voteadjournments or postponements thereof. The Fund is managed by the conclusion of the Special Meeting of Shareholders being held on March 7,
2006 at 9:00 a.m. Eastern Standard Time to be counted.
The Trust will furnish without charge a copy of its most recent semiannual and
annual reports to any shareholder upon request. Written requests should be
directed to The Flex-funds, 6125 Memorial Drive, P.O. Box 7177, Dublin, OH
43017; email: flexfunds@meederfinancial.com; or Fax: 614-766-6669. Shareholders
may also obtain these reports by calling the Trust at 614-760-2159 or (toll
free) at 1-800-325-3539 or visiting the Trust's website at www.flexfunds.com.
The Trust currently is divided into seven separate series (each, a "fund"). The
investment adviser to each fund is Meeder Asset Management, Inc. ("Meeder"(the “Adviser”), 6215 Memorial Drive, Dublin, Ohio 43017.
This Proxy Statement is available at www.meederinvestment.com/ProxyStatement, by emailing meederfunds@meederinvestment.com or by calling (800) 325-3539. The Fund’s annual and semi-annual reports are available, without charge, by visiting www.meederinvestment.com, by writing to Meeder Asset Management, Inc., P.O. Box 7177, Dublin, Ohio 43017, or by calling (800) 325-3539. |
2
PROPOSAL 1
approval of Change to THE FUND’s Fundamental INVESTMENT policy
The Fund is subject to a number of “fundamental” investment policies, including a restriction on the Fund’s ability to concentrate in any particular industry or group of industries. Since its launch, the "Adviser"). The principal business addressFund has identified itself in its registration statement and shareholder reports as a non-concentrated fund. However, since the adoption of the policies, the nature of the Fund’s investments has changed. Both the Adviser is 6125 Memorial
Drive, P.O. Box 7177, Dublin, OH 43017.
BACKGROUND AND PURPOSE OF THE MEETINGand Board believe that the Fund’s investment strategy could be better achieved if, under normal circumstances and except for temporary defensive purposes, it invests more than 25% of the value of the total assets of the Fund in instruments, including asset-backed securities, issued by companies in the financial services group of industries. The Flex-funds were organized in 1982financial services group of industries includes companies providing financial services to consumers and industry, such as U.S. and non-U.S. banks, broker-dealers, insurance companies and finance companies. The Fund will determine the industry classification of most securities by reference to the Global Industry Classification Standard, which classifies all major public companies into sectors, industries, industry groups and sub-industries. Asset-backed securities, however, will be classified based upon the Adviser’s evaluation of the industry of the sponsor, the asset underlying the security and the familyrisks associated with an investment in the underlying assets.
Under Section 8(b)(1)(E) of funds has been advised
and managed by Meeder since inception. In 2003the 1940 Act, a separate familyfund must recite its policy with respect to concentration of funds,
Meeder Premier Portfolios (the "Premier Portfolios"), was organized and Meeder
was retained as their adviser and manager. The Flex-funds and the Premier
Portfolios have at all times had separate boardsinvestments in a particular industry or group of trustees. Currently, only
Robert S. Meeder, Jr., the Presidentindustries. Concentration means investing 25% or more of The Flex-funds, Premier Portfolios, and
Meeder, serves on both boardsa fund’s assets in investments in a particular industry or group of trustees.industries. Under the Investment Company Act of 1940, as amended (the "1940 Act"“1940 Act”), at least a majorityfundamental investment policy may be changed or eliminated only with shareholder approval. In this proposal, the Board is recommending that shareholders approve the change of the Trustees must have been elected byFund’s investment policy regarding investment concentration.
The Fund’s current fundamental investment policy regarding investment concentration is as follows:
The Fund may not concentrate investments in a particular industry or group of industries as concentration is defined under the shareholders and new Trustees
cannot1940 Act, or the rules or regulations thereunder, as such statute, rules or regulations may be appointed byamended from time to time.
The proposed amendment to the existing Trustees to fill vacancies created by
retirements, resignations or an expansionfundamental investment policy regarding investment concentration is as follows:
The Fund will, under normal circumstances, invest more than 25% of the Board unless, after those
appointments, at least two-thirdsvalue of its total assets in instruments issued by companies in the financial services group of industries. The Fund, may, however, invest less than 25% of the Trustees have been elected by
shareholders. value of its total assets in this group of industries for temporary defensive purposes.
The Board is currently comprised of five Trustees, four of whom
are not "interested persons" of The Flex-funds (as that term is defined in the
1940 Act) ("Independent Trustees"), and three of whom have been elected by the
shareholders.
In contemplation of this reality, the Board determined to address this and other
issues relating to the composition of the Board in a comprehensive manner. In
doing so, the Board took note of the fact that the number of Board members had
recently declined in number from eight to five due to the retirement or
resignation of Trustees. These Trustees were not immediately replacedAdviser and the Board was concernedbelieve that changing the reductionfundamental investment policy is in their number could have less than
advantageous consequences, particularly at a time when the dutiesbest interests of shareholders because it would permit the Fund to focus more of its investments in instruments issued by financial services companies, such as certificates of deposit and responsibilitiescommercial paper issued by banks and finance companies. The Adviser believes that concentration of mutual fund trustees in general were increasing dueinvestments within the broadly defined financial services group of industries will produce the highest yield for shareholders. If Proposal 1 is approved the Fund may be subject to the increased numberfollowing risk in addition to the risks outlined in its registration statement dated April 28, 2023:
Concentration Risk. The Fund will, under normal circumstances, invest a significant portion of its assets in securities issued by companies in the financial services industry. The Fund will be more susceptible to developments that affect those industries, including interest rate risk, credit risk and complexity ofrisk associated with regulatory requirements and responsibilities
imposed on trustees of registered investment companies.
The Board, being aware ofchanges in the Premier Portfolios, explored the possibility of
having the boards of the two fund groups share common Trustees. Following
discussions between both boards, it was determined that such a common membership
arrangement was desirable and should be recommended tofinancial services industry.
If Proposal 1 is approved by the shareholders of the two fund groups.
WhileFund, the two fund groupschanges will remain legally separate, with their own boardsbe effective as of trustees, having the same persons serve on both boards will permit joint trustee
meetings. Indate that shareholders are notified of the Trustees' opinion, joint trustee meetings will enhancechange through either (i) a supplement to the overall efficiencyprospectus and/or Statement of board meetings. In addition,Additional Information (“SAI”) or (ii) revisions to such documents at the time of the annual update to the Fund’s registration statement. Neither the Board will have added two
experienced Premier Portfolios Trustees andnor the Board will avoid the time,
effort and expenseAdviser know of recruiting entirely new trustees. Finally, having all of
The Flex-funds' Trustees elected by shareholders will facilitate the appointment
by the Board of future Trustees if that becomes necessary.
It is therefore the proposal of the Board that the number of Trustees be
increased by the Board from five to six and that the four current Flex-funds'
Trustees, together with the two Independent Trustees of the Premier Portfolios,
be electedany contest or dispute as Flex-funds' Trustees by the shareholders. In a separate but
related action, the Premier Portfolios Board of Trustees has recommended that
their shareholders elect three Flex-funds Independent Trustees (all such
Trustees other than Mr. Bartholomew who is retiring) and re-elect the three
current Trustees to the Premier Portfolios Board of Trustees. A separate proxy
statement is being sentactions to thebe taken under Proposal 1. If shareholders of the Premier Portfolios seeking
their approval.
While certain additional factors are not susceptibleFund fail to precise analysis or
quantification, the Board also considered the following as likely benefits to
The Flex-fundsapprove Proposal 1, none of the changes contemplated by the Proposal will be effective for the Fund.
The Board approved the proposed common boards arrangement:
The knowledge and backgroundchanges to the Fund’s fundamental investment policy on October 16, 2023 subject to approval by shareholders of the new Trustees will strengthen the Board
through the addition of experienced and capable members, which will
benefit The Flex-funds and their shareholders through enhanced governance
and oversight of the fund family.
Representations from the Meeder organization that the common boards
arrangement would benefit The Flex-funds because it would improve
oversight and administrative efficiencies by reducing certain duplication
of effort, expense and management responsibilities relating to the holding
of separate meetings for each board.
The increase in the number of funds to be overseen under the common boards
arrangement is expected to improve Board oversight by giving the Trustees
the opportunity to become familiar with more aspects of the Meeder funds
complex-wide operations and provide each Trustee experience in handling a
larger variety of mutual fund issues.
PROPOSAL
ELECTION OF TRUSTEES
At the Meeting, six persons (the "Nominees") are to be elected as Trustees. Five
of the six Nominees will qualify as Independent Trustees. The persons named as
attorneys-in-fact in the enclosed proxy have advised that, unless a proxy ballot
instructs them to withhold authority to vote for all listed Nominees or any
individual Nominee, all validly executed proxies will be voted for the election
of all the Nominees. Nominees must receive a plurality of the votes cast in
order to be elected.
The Trust is not required, and does not intend, to hold annual shareholder
meetings for the purpose of electing Trustees. As a result, if elected, the
Trustees will hold office until their successors are duly elected and qualified.
If a Nominee should be unable to accept election, serve his term or resign, the
Board may, subject to the 1940 Act, in its discretion, select another person to
fill the vacant position. Each of the Nominees has consented to be named as such
in this proxy statement and to serve as Trustee if elected.
Although the Trust does not normally hold annual meetings of its shareholders,
it may hold shareholder meetings from time to time on important matters.
Shareholders also have the right to call a meeting to remove a Trustee or to
take other action as described in the Trust's organizing documents. Also, if at
any time less thanFund representing a majority of its outstanding voting securities.
The Board, including the Independent Trustees, holding office has been elected byunanimously recommends that shareholders of the shareholders,Fund vote “FOR” the Trustees then in office will promptly callapproval of Proposal 1.
OTHER INFORMATION
OPERATION OF THE FUND
The Fund is a shareholders'
meeting for the purposeseries of electing Trustees.
During the last full fiscal year endedMeeder Funds, an open-end investment management company organized as a Massachusetts business trust on December 31, 2005,1991, as the Board of
Trustees met seven times, the Audit Committee met four times, and the Nominating
Committee did not meet. During the last full fiscal year endedsuccessor to a Pennsylvania business trust organized on December 31,
2005, Jack W. Nicklaus II attended fewer than 75 percent of the aggregate of the
total number of meetings of the Board of Trustees and the total number of
meetings held by all committees of the Board on which he served. Mr. Nicklaus
attended 73% of the aggregate of such meetings.
The Nominees and the Trust's executive officers, their positions with the Funds
and length of service in such positions as well as their principal occupations
and business affiliations during the past five years are listed below. The
address of each Trustee and Officer in the table below is 6125 Memorial Drive,
Dublin, Ohio 43017. Trustees serve for an indefinite term, until their
resignation, retirement, death or removal. Each Flex-funds' Trustee oversees all
seven of the funds in The Flex-funds' complex.
THE PROXY
The Board is soliciting proxies so that each shareholder may authorizehas the proxiesopportunity to vote his or her shares foron the Nominees or may withhold from the proxies
authorityproposals to vote his or her shares for one or more of the Nominees. If no
contrary instructions are given, the proxies will vote FOR the Nominees. Each of
the Nominees has consented to his or her nomination and has agreed to serve if
elected. If for any reason, any Nominee should not be available for election or
able to serve as a Trustee, the proxies will exercise their voting power in
favor of such substitute Nominee, if any, as the Board may designate. The Board
has no reason to believe that it will be necessary to designate a substitute
Nominee.
VOTING RIGHTS AND REQUIRED VOTE
Each share of your fund regardless of class is entitled to one vote and each
fractional share is entitled to a proportionate fractional vote. A quorum is
required to conduct businessconsidered at the Meeting. In orderA proxy card with instructions on how to vote your shares via by email, fax or by U.S. mail is enclosed. The shares represented by each valid proxy received in time will be voted at the Meeting as specified. If no specification is made, the shares represented by a duly executed proxy will be voted for a quorum to exist, a
majorityProposal 1 and at the discretion of the shares outstanding and entitled to vote must be present, in
person or by proxy. Approvalholders of each Nominee requires the affirmative voteproxy, on any other matter that may come before the Meeting about which the Trust did not have notice of a plurality of the shares of the Trust outstanding and entitled to vote.
The Proposal is considered a "routine matter" on which brokers holding shares in
street name may vote without instruction.
INFORMATION CONCERNING THE MEETING
Solicitation of Proxies
In additionreasonable time prior to the mailing of thesethis Proxy Statement. You may revoke your proxy materials, proxies may be solicited by
telephone, by fax or in person by the Trustees and officers of the Trust and by
personnel of the Adviser.
Revoking Proxies
A shareholder signing and returning a proxy has the power to revoke it at any time before it is exercised:
o By filing a written notice of revocation with the Trust at its address
shown above,
o By returningexercised by (i) submitting a duly executed proxy withbearing a later date, before(ii) submitting a written notice to the timePresident of the Trust revoking the proxy, or (iii) attending and voting in person at the Meeting.
VOTING SECURITIES AND VOTING
As of the Record Date, the following shares of beneficial interest of the Fund were issued and outstanding:
Name of Fund | Shares Outstanding |
| Institutional Prime Money Market Fund | [ ] |
All shareholders of record on the Record Date are entitled to vote at the Meeting on Proposal 1 with respect to the Fund. Each shareholder is entitled to one (1) vote per share held, and fractional votes for fractional shares held, on any matter submitted to a vote at the Meeting. When any share is held jointly by several persons, any one of them may vote at the Meeting in person or o If a shareholder has executed aby proxy in respect of such share, but if more than one of them is present at the Meeting wishesin person or by proxy, and such joint owners or their proxies disagree as to any vote to be cast, such vote shall not be received in respect of such share. The presence, in person or by proxy, of the holders of a majority of the outstanding shares of the Fund entitled to vote in person, and notifiesis necessary to constitute a quorum at the SecretaryMeeting.
Approval of Proposal 1 requires the affirmative vote of “majority of the Trust (without
complying with any formalities) at any time before it is voted.
Beingoutstanding voting securities” of the Fund. The 1940 Act defines “majority of the outstanding voting securities” to mean the vote (i) of 67% or more of the voting securities (i.e., shares) present at the meeting aloneMeeting, if the holders of more than 50% of the outstanding voting securities of the Fund are present or represented by proxy; or (ii) of more than 50% of the outstanding voting securities of the Fund, whichever is less. This means that Proposal 1 may be approved by less than a majority of the outstanding shares of the Fund, provided a quorum is present at the Meeting.
Other Funds in the Trust (“Investing Meeder Fund”) may invest in other investment companies, including the Fund. When an Investing Meeder Fund (or the Adviser acting on behalf of the Investing Meeder Fund) exercises voting rights, by proxy or otherwise, with respect to investment companies in which they invest, the Investing Meeder Fund will either seek instructions from its shareholders with regard to the voting of all proxies and vote in accordance with such instructions, or vote the shares held by the Investing Meeder Fund in the same proportion as the vote of all other shareholders. With respect to this proxy, the Adviser has determined that it will vote the shares held by each Investing Meeder Funds in the same proportion as the vote of all other shareholders in the Fund.
Abstentions and “broker non-votes” (i.e., shares held by brokers or nominees, typically in “street name,” as to which (i) instructions have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not revokehave discretionary voting power on a previously executedparticular matter) will be treated as present for purposes of determining a quorum and returned proxy.
OUTSTANDING SHARES
Onas votes against Proposal 1. In addition, under the record date, January 6, 2006,rules of the following numberNew York Stock Exchange (“NYSE”), if a broker has not received instructions from beneficial owners or persons entitled to vote and the proposal to be voted upon may “affect substantially” a shareholder’s rights or privileges, the broker may not vote the shares as to that proposal even if it has discretionary voting power. As a result, such shares also will be treated as broker non-votes for purposes of proposals that may “affect substantially” a shareholder’s rights or privileges (but will not be treated as broker non-votes for other proposals, including adjournment of special meetings). The NYSE does consider Proposal 1 to be a non-routine matter that affects substantially a shareholder’s rights or privileges. As a result, brokers holding shares of the Funds on behalf of clients may not vote on Proposal 1 absent instructions from the beneficial interestowners of each fund were outstanding:
The Muirfield Fund: 15,291,041.4430 Shares
The Total Return Utilities Fund: 1,187,544.9120 Shares
The Quantex Fund: 1,003,284.9040 Shares
The Dynamic Growth Fund: 3,907,500.7290 Shares
The Aggressive Growth Fund: 1,648,543.1890 Shares
The U.S. Government Bond Fund: 312,760.7710 Shares
The Money Market Fund: 157,054,606.03 Shares
Other Business
The Board knowsthe shares.
Treating broker non-votes as votes against Proposal 1 can have the effect of no businesscausing shareholders who choose not to participate in the proxy vote to prevail over shareholders who cast votes or provide voting instructions to their brokers or nominees. Abstentions and “broker non-votes” will be presentedtreated as present for considerationpurposes of determining a quorum and votes against the proposal.
If (i) a quorum is not present at the Meeting, other than the Proposal described in this proxy statement. If other business is
properly brought before the Meeting, proxies will be voted according to the best
judgment of the persons named as proxies.
Adjournments
If, by the time scheduled for the Meeting, a quorum of shareholders is not
present or if(ii) a quorum is present but sufficient votes "for" thein favor of Proposal 1 have not been received,obtained, then the Meeting may be adjourned from time to time by the vote of a majority of the shares represented at the Meeting, whether or not a quorum is present, to permit further solicitation of proxies. The persons named as proxies also may propose one or more
adjournments ofadjourn the Meeting to another date and time, and the Meetingfor any other reason in their discretion. Any adjourned meeting may be held, as adjourned within a reasonable time after the date set for the original Meeting, without the necessity of further notice. Any such adjournment will require the
affirmative vote ofnotice unless a majoritynew record date of the votes cast on the question in person or by
proxy at the session of theadjourned Meeting to be adjourned.is fixed. The persons named as proxies will vote allthose proxies that such persons are required to vote FOR the proposal, as well as proxies for which no vote has been directed, in favor of thesuch an adjournment that voted in favor of
the proposal or that abstained. Theyand will vote against such adjournment those proxies required to be voted AGAINST such proposal against such adjournment. In determining whether to vote for adjournment, the proposal. Broker non-votespersons named as proxies shall consider all relevant factors, including the nature of the proposal, the percentage of votes then cast, the percentage of negative votes then cast, the nature of the proposed solicitation activities and the nature of the reasons for such further solicitation, in determining that an adjournment and additional solicitation is reasonable and in the interests of shareholders. At any adjourned Meeting, the Trust may transact any business which might have been transacted at the original Meeting.
The individuals named as proxies will vote in accordance with the shareholder’s direction, as indicated thereon, if the proxy card is received and is properly executed. If a shareholder properly executes a proxy and gives no voting instructions with respect to Proposal 1, the shares will be disregardedvoted in favor of Proposal. The proxies, in their discretion, may vote upon such other matters as may properly come before the vote for adjournment. If the adjournment requires setting a
new record date or the adjournment is for more than 60 days from the original
Meeting (in which case theMeeting. The Board will set a new record date), the Trust will
give noticeof Trustees of the adjourned meeting to its shareholders.
SHAREHOLDER PROPOSALS
The Trust is not required and does not intendaware of any other matters to hold meetingscome before the Meeting.
6
Security ownership of shareholders
each year. Instead, meetings will be held only when and if required. Any
shareholders desiring to present a proposal for consideration at the next
meeting of shareholders must submit the proposal in writing so that it is
received by the Trust at 6125 Memorial Drive, Dublin, Ohio 43017 within a
reasonable time before any meeting.
AVAILABLE INFORMATION
The Trust and the funds are subject to the informational requirements of the
Securities Exchange Act of 1934 and the Investment Company Act of 1940 and file
reports, proxy statements and other information with the SEC. These reports,
proxy statements and other information can be inspected and copied (for a
duplication fee) at the public reference facilities of the SEC at 100 F Street,
NE Washington, D.C 20549; and at the Midwest Regional Office, 175 W. Jackson
Boulevard Suite 900, Chicago, IL 60604. Copies of these materials can also be
obtained by mail from the Public Reference Section of the SEC at 100 F Street,
NE, Washington, D.C. 20549, at prescribed rates. In addition, copies of these
documents may be viewed on-screen or downloaded from the SEC's Internet site at
http://www.sec.gov.
OWNERSHIP OF SHARES IN THE TRUST'S FUNDS
As of January 6, 2006, tocertain beneficial owners
To the knowledge of the Trust,Trust’s management, as of the Record Date, the following persons
beneficially ownedshareholders were owners of record or beneficial owners, because they possessed voting or investment power with respect to such shares, of 5% or more of any fund'sthe outstanding shares:
FUND AND SHAREHOLDER | No. of shares | Percent of |
| INSTITUIONAL PRIME MONEY MARKET FUND | ||
| [ ] [ ] [ ] [ ] | [ ] | [ ]% |
| [ ] [ ] [ ] [ ] | [ ] | [ ]% |
| [ ] [ ] [ ] [ ] | [ ] | [ ]% |
| [ ] [ ] [ ] [ ] | [ ] | [ ]% |
| [ ] [ ] [ ] [ ] | [ ] | [ ]% |
| [ ] [ ] [ ] [ ] | [ ] | [ ]% |
| [ ] [ ] [ ] [ ] | [ ] | [ ]% |
| [ ] [ ] [ ] [ ] | [ ] | [ ]% |
| [ ] [ ] [ ] [ ] | [ ] | [ ]% |
| [ ] [ ] [ ] [ ] | [ ] | [ ]% |
| [ ] [ ] [ ] [ ] | [ ] | [ ]% |
| [ ] [ ] [ ] [ ] | [ ] | [ ]% |
| [ ] [ ] [ ] [ ] | [ ] | [ ]% |
| [ ] [ ] [ ] [ ] | [ ] | [ ]% |
FUND AND SHAREHOLDER | No. of | Percent of |
| [ ] [ ] [ ] [ ] | [ ] | [ ]% |
| [ ] [ ] [ ] [ ] | [ ] | [ ]% |
A principal shareholder is any person who owns (either of record or beneficially) 5% or more of the outstanding shares of the Fund. A control person is one who owns, either directly or indirectly, more than 25% of the voting securities of the Fund or acknowledges the existence of such control. As a controlling shareholder, each of January 6, 2006,these persons could control the outcome of any proposal submitted to the shareholders for approval, including changes to the Fund’s fundamental investment policies.
Security Ownership of Management
To the best knowledge of the Trust, there were no Trustees, andNominees or officers of each fund owned in the aggregate lessTrust who were the owners of more than 1% of the outstanding shares of that fund.
By orderthe Fund on the Record Date.
SHAREHOLDER PROPOSALS
The Trust has not received any shareholder proposals for presentation at the Meeting. Under the proxy rules of the SEC, shareholder proposals may, under certain conditions, be included in the Trust’s Proxy Statement and proxy for a particular meeting. Under these rules, proposals submitted for inclusion in the Trust’s proxy materials must be received by the Trust within a reasonable time before the solicitation is made. The fact that the Trust receives a shareholder proposal in a timely manner does not ensure its inclusion in its proxy materials, because there are other requirements in the proxy rules relating to such inclusion. You should be aware that annual meetings of shareholders are not required as long as there is no particular requirement under the 1940 Act that must be met by convening such a shareholder meeting. Any shareholder proposal should be sent to Alaina V. Salonsky, Meeder Funds, P.O. Box 7177, Dublin, Ohio 43017.
COST OF SOLICITATION
The Board is making this proxy solicitation. The cost of preparing and mailing this Proxy Statement, the accompanying Notice of Special Meeting, the proxy card and any additional materials relating to the meeting, which is anticipated to total approximately $20,000, will be borne by the Fund. In addition to solicitation by mail, solicitations also may be made by email, or other electronic media, or personal contacts. The Trust will request that banks, broker/dealer firms, custodians, nominees, and fiduciaries forward proxy materials to the beneficial owners of the shares of record. Banks, broker/dealer firms, custodians, nominees, and fiduciaries may be reimbursed for their reasonable expenses incurred in connection with such proxy solicitation. In addition, officers and employees of the Adviser or Mutual Fund Services Co., without extra compensation, may conduct additional solicitations by telephone, email and personal interviews.
OTHER MATTERS
The Board knows of no other matters to be presented at the Meeting other than as set forth above. If any other matters properly come before the Meeting that the Trust did not have notice of a reasonable time prior to the mailing of this Proxy Statement, the holders of the proxy will vote the shares represented by the proxy on such matters in accordance with their best judgment, and discretionary authority to do so is included in the proxy.
Communications with the Board
A shareholder of the Trust wishing to communicate with the Board may do so in writing, signed by the shareholder and setting forth: (i) the name and address of the shareholder; (ii) the number of shares owned by the shareholder; and (iii) if the shares are owned indirectly through a broker or other record owner, the name of the broker or other record owner. These communications should be addressed as follows: Alaina V. Salonsky, Meeder Funds, P.O. Box 7177, Dublin, Ohio 43017.
DELIVERY OF VOTING INSTRUCTIONS
If you and another shareholder share the same address, the Trust may only send one Proxy Statement unless you or the shareholder(s) request otherwise. Call, write to, or email the Trust if you wish to receive a separate copy of the Proxy Statement, and the Trust will promptly mail a copy to you. You may also call, write to, or email the Trust if you wish to receive a separate proxy in the future, or if you are receiving multiple copies now, and wish to receive a single copy in the future. For such requests, call (800) 325-3539 or write to Meeder Funds, P.O. Box 7177, Dublin, Ohio 43017.
A copy of the Notice of Shareholder Meeting, the Proxy Statement and the Proxy Card are available at www.meederinvestment.com/ProxyStatement, by emailing meederfunds@meederinvestment.com, or by calling (800) 325-3539.
BY ORDER OF THE BOARD OF TRUSTEES
/s/ Robert S. Meeder, Jr.
ROBERT S. MEEDER., JR
President
Dated [MAILING DATE], 2023
Please complete the enclosed PROXY card AND VOTE by emailing your ballot to meederfunds@meederinvestment.com, faxing your ballot to (614) 766-6669, OR Mailing YOUR BALLOT in the enclosed reply envelope to P.O. Box 7177, Dublin, Ohio 43017.
9
INSTITUTIONAL PRIME MONEY MARKET FUND
a series of
MEEDER FUNDS
SPECIAL MEETING OF SHAREHOLDERS
December 7, 2023
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned, revoking all previous proxies, if any, with respect to the Shares (defined below), hereby appoints Douglas R. Jennings and Alaina V. Salonsky as proxies, each with full power of substitution, to vote at the special meeting of shareholders (the "Meeting") of the Institutional Prime Money Market Fund (the “Fund”), a series of the Meeder Funds (the “Trust”), to be held at the offices of Meeder Asset Management, Inc., 6215 Memorial Drive, Dublin, Ohio 43017, on December 7, 2023 at 8:00 a.m., Eastern Time, and any adjournments or postponements thereof, all shares of beneficial interest (“Shares”) on the proposals set forth regarding: (i) the approval of a change to the Fund’s fundamental investment policy regarding investment concentration and (ii) any other matters properly brought before the Meeting.
This proxy is solicited on behalf of the Trust's Board of Trustees, Wesley F. Hoagand may be revoked prior to its exercise by filing with the Secretary January 30, 2006of the Trust an instrument revoking this proxy or a duly executed proxy bearing a later date, or by appearing in person and voting at the Meeting.
PLEASE SIGN, DATE AND RETURN PROMPTLY VIA EMAIL TO meederfunds@meederinvestment.com, BY FAX TO (614) 766-6669 OR BY MAIL USING THE ENCLOSED, POSTAGE-PAID ENVELOPE TO P.O. BOX 7177, DUBLIN, OHIO 43017.
The undersigned acknowledges receipt with this Proxy of a copy of the Notice of Special Meeting of Shareholders and the Proxy Statement. Your signature(s) on this Proxy should be exactly as your name(s) appear on this Proxy. If the shares are held jointly, each holder should sign this Proxy. Attorneys-in-fact, executors, administrators, trustees or guardians should indicate the full title and capacity in which they are signing.
| Signature(s) (Sign in the Box) | Date |
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting:
The Notice of Special Meeting and Proxy Statement are available at www.meederinvestment.com/ProxyStatement.
Please fill in box as shown using black or blue ink or number 2 pencil.
PLEASE DO NOT USE FINE POINT PENS.
1. To approve a change to the Fund’s fundamental investment policy regarding investment concentrations.
| for | withhold | ABSTAIN | ||
| [ ] | [ ] | [ ] |
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED HEREIN BY THE SIGNING SHAREHOLDER(S). IF NO CONTRARY DIRECTION IS GIVEN WHEN THE DULY EXECUTED PROXY IS RETURNED, THIS PROXY WILL BE VOTED FOR THE FOREGOING PROPOSAL AND WILL BE VOTED IN THE APPOINTED PROXIES' DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE SPECIAL MEETING.
PLEASE DATE, SIGN AND RETURN THIS CARD VIA EMAIL TO
meederfunds@meederinvestment.com, BY FAX TO (614) 766-6669 OR BY U.S. MAIL
USING THE ENCLOSED, POSTAGE-PAID ENVELOPE TO P.O. BOX 7177, DUBLIN, OHIO
43017.