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;
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/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.
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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
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(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:
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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
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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.
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/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.
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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.
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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
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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
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