As filed with the Securities and Exchange Commission on August 15, 2016.

Commission File No. 2-85378
Commission File No. 811-3462

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A
 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 81

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
     Amendment No. 81

Meeder Funds®
(Exact Name of Registrant as Specified in Charter)

P.O. Box 7177, 6125 Memorial Drive, Dublin, Ohio 43017
(Address of Principal Executive Offices-Zip Code)

Registrant's Telephone Number, including Area Code:  (614) 766-7000
 
Robert S. Meeder, Jr., President – Meeder Asset Management, Inc.
P.O. Box 7177, 6125 Memorial Drive, Dublin, Ohio 43017
(Name and Address of Agent for Service)

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
It is proposed that this filing will become effective (check appropriate box).
 
 
/____/
 immediately upon filing pursuant to paragraph (b) of Rule 485.
 
 
/____/
 on April 29, 2016 pursuant to paragraph (b) of Rule 485.
 
 
/____/
 60 days after filing pursuant to paragraph (a)(1).
 
 
/____/
 on (date) pursuant to paragraph (a)(1).
 
 
/ XXX /
 75 days after filing pursuant to paragraph (a)(2).
 
 
/____/
 on (date) pursuant to paragraph (a)(2) of Rule 485.
 
If appropriate, check the following box:
   
 
/____/
 This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

MEEDER FUNDS
 
PROSPECTUS
 
GLOBAL OPPORTUNITIES FUND
 
[       ], 2016
(formerly known as Strategic Growth Fund)  
     
Retail Class
FLFGX
     
Adviser Class
[            ]
     
Institutional Class
[            ]
   
AGGRESSIVE GROWTH FUND
 
     
Retail Class
FLAGX
     
Adviser Class
[            ]
     
Institutional Class
[            ]
   
DIVIDEND OPPORTUNITIES FUND
 
     
Retail Class
FLDOX
     
Adviser Class
[            ]
     
Institutional Class
[            ]
   
DYNAMIC GROWTH FUND
 
     
Retail Class
FLDGX
     
Adviser Class
[            ]
     
Institutional Class
[            ]
   
QUANTEX FUND
 
     
Retail Class
FLCGX
     
Adviser Class
[            ]
     
Institutional Class
[            ]
   
BALANCED FUND
 
     
Retail Class
FLDFX
     
Adviser Class
[            ]
     
Institutional Class
[            ]
   
MUIRFIELD FUND
 
     
Retail Class
FLMFX
     
Adviser Class
[            ]
     
Institutional Class
[            ]
   
SPECTRUM FUND
 
     
Retail Class
FLSPX
     
Adviser Class
[            ]
     
Institutional Class
[            ]
   
TOTAL RETURN BOND FUND
 
     
Retail Class
FLBDX
     
Adviser Class
[            ]
     
Institutional Class
[            ]
   
MONEY MARKET FUND
 
     
Retail Class
FFMXX
     
Institutional Class
FFIXX
 
The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this Prospectus. Any representation to the contrary is a criminal offense.

Meeder Funds
6125 Memorial Drive
Dublin, OH 43017
614-760-2159
Toll Free: 1-800-325-3539
Fax: 614-766-6669
meederfunds@meederinvestment.com
www.meederfunds.com
 
Meeder, Meeder Funds and Muirfield Fund are registered trademarks of Meeder Investment Management, Inc.
2

CONTENTS
 
FUND SUMMARIES
   
A fund-by-fund look at
Global Opportunities Fund
 4
investment objectives, strategies,
Aggressive Growth Fund
 9
risks, performance and expenses .
Dividend Opportunities Fund
 14
 
Dynamic Growth Fund
 19
 
Quantex Fund
 24
 
Balanced Fund
 28
 
Muirfield Fund
 34
 
Spectrum Fund
 39
 
Total Return Bond Fund
 45
 
Money Market Fund
 50
IMPORTANT INFORMATION REGARDING FUND SHARES
 54
MORE ABOUT PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS
 
 
Investment Strategies
 54
 
Investment Risks
 58
PORTFOLIO HOLDINGS DISCLOSURE
 63
MANAGEMENT OF THE FUNDS
   
 
Who Manages the Funds?
 64
 
Portfolio Managers
 66
INVESTING WITH THE MEEDER FUNDS
 
Information about account
transactions and services .
How to Buy Shares
 69
How to Redeem Shares
 74
 
Exchange Privilege
 79
 
Other Client Services
 80
 
Short-Term Trading Policy
 81
 
Distribution and Shareholder Services   Fees
 82
 
Dividends and Distributions
 83
 
Taxes
 84
 
Shareholder Reports and
 
 
Other Information
 86
 
Financial Highlights
 86
FOR MORE INFORMATION
   
Where to learn more about the Funds.
 
Back Cover 
3

GLOBAL OPPORTUNITIES FUND
(formerly known as Strategic Growth Fund)

Investment Objective

The investment objective of the Fund is to provide long-term capital appreciation.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
 
 
Retail
Class
Adviser
Class
Institutional
Class
Management Fees
0.75%
0.75%
0.75%
Distribution/Service (12b-1) Fees
0.21%
None
None
Other Expenses
0.54%
0.59%
0.44%
Acquired Fund Fees and Expenses 1
0.22%
0.22%
0.22%
Total Annual Fund Operating Expenses
1.72%
1.56%
1.41%

1
Acquired fund fees and expenses are not reflected in the Financial Highlights or audited financial statements .
 
Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions, your cost of investing in the Fund would be:
 
 
1 Year
3 Years
5 Years
10 Years
Retail
$175
$542
$933
$2,030
Adviser
$159
$493
$850
$1,856
Institutional
$144
$446
$771
$1,691
 
Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 170% of the average value of its portfolio.

Principal Investment Strategies

The Fund pursues its investment objective by investing primarily in common and preferred stocks. The Fund also invests in equity investment companies (“underlying funds”), which include domestic and foreign mutual funds, as well as in exchange traded funds (“ETFs”), closed-end funds, and unit investment trusts. The Fund may also invest in index funds and index-based investments, such as Standard & Poor’s Depositary Receipts (SPDRS). Additionally, the Fund may invest directly in, or in underlying funds investing in, futures contracts and options on futures contracts.
4

Other than as provided for below, the Fund is fully invested in the equity market at all times and holds a fixed allocation across six distinct investment categories. The mix of investments selected to represent each investment category is variable and actively managed by utilizing the Adviser’s quantitative models and by employing a strategic investment selection process. Under normal circumstances, the Fund will invest at least 40% of its net assets in holdings outside the United States, representing at least three different countries. The current target allocation is as follows: 40-55% international holdings, 20-25% domestic large cap holdings, 10-15% domestic mid cap holdings, 5-10% domestic small cap holdings, 5-10% real estate holdings, and 5-10% commodities holdings. Because these are target investment allocations, the actual allocations of the Fund’s assets may deviate from the target percentages

When selecting investments for the Fund, the Adviser continually evaluates style, market capitalization, sector rotation, and international positions, by utilizing a series of quantitative models to perform fundamental and technical analysis, in order to identify opportunities that have the best attributes for outperformance. Fundamental analysis, as performed by the Adviser, primarily involves using quantitative models to assess a company and its business environment, management, balance sheet, income statement, anticipated earnings and dividends, and other related measures of value. Technical analysis, as performed by the Adviser, primarily involves using quantitative models to analyze the absolute and relative movement of a company’s stock in an effort to ascertain the probabilities for future price change, based on market factors.

As a defensive tactic, the Fund may invest up to 20% of its assets in investment grade fixed income securities of any maturity.

Other than as set forth in the SAI, the investment policies and limitations of the Fund are not fundamental and may be changed by the Board without shareholder approval.

Principal Risks

All investments carry a certain amount of risk and the Fund cannot guarantee that it will achieve its investment objective. An investment in the Fund is not a deposit or obligation of any bank, is not endorsed or guaranteed by any bank, and is not insured by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. Loss of money is a risk of investing in a mutual fund.

Stock Market Risk . Because the Fund holds equity investments, it will fluctuate in value due to changes in general economic conditions and/or changes in the conditions of individual issuers.

Market Capitalization Risk . A portion of the Fund’s assets will be allocated to mid and small capitalization investments, which presents additional risk. Investments in these capitalization ranges may be more sensitive to events and conditions that affect the stock market or other individual issuers.

Investment Company Risk. Because the Fund may invest in underlying funds, the value of your investment also will fluctuate in response to the performance of the underlying funds. In addition, you will indirectly bear fees and expenses charged by the underlying investment companies in which the Fund invests in addition to the Fund’s direct fees and expenses. You also may receive taxable capital gains distributions to a greater extent than would be the case if you invested directly in the underlying funds.

Liquidity Risk. Reduced liquidity affecting an individual security or an entire market may have an adverse impact on market price and the Fund’s ability to sell particular securities when necessary to meet the Fund’s liquidity needs or in response to a specific economic event.
5

Exchange Traded Fund and Index Fund Risk.   The ETFs and index funds will not be able to replicate exactly the performance of the indices they track because the total return generated by the securities will be reduced by transaction costs incurred in adjusting the actual balance of the securities. In addition, the ETFs and index funds will incur expenses not incurred by their applicable indices. Certain securities comprising the indices tracked by the ETFs may, from time to time, temporarily be unavailable, which may further impede the ability of the ETFs and index funds to track their applicable indices. The Fund also will incur brokerage costs when it purchases ETFs. An ETF may trade at a discount to its net asset value.

Closed-end Fund Risk.   The value of the shares of a closed-end fund may be higher or lower than the value of the portfolio securities held by the closed-end fund. Closed-end investment funds may trade infrequently and with small volume, which may make it difficult for the Fund to buy and sell shares. Also, the market price of closed-end investment companies tends to rise more in response to buying demand and fall more in response to selling pressure than is the case with larger capitalization companies.

Cybersecurity Risk . Cybersecurity breaches may allow an unauthorized party to gain access to Fund assets, customer data, or proprietary information, or cause the Fund and/or its service providers to suffer data corruption or lose operational functionality.

Foreign Investment Risk . Investments in foreign countries present additional components of risk; including economic, political, legal and regulatory differences compared to domestic investments. Additionally, foreign currency fluctuations may affect the value of foreign investments.

Derivatives Risk. The Fund may use derivatives in connection with its investment strategies. Derivatives may be riskier than other types of investments because they may be more sensitive to changes in economic or market conditions than other types of investment and could result in losses that significantly exceed the Fund’s original investment. Derivatives also are subject to the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index. The use of derivatives for hedging or risk management purposes may not be successful, resulting in losses to the funds, and the cost of such strategies may reduce a fund’s returns. The value of futures and options held by the Fund may fluctuate based on a variety of market and economic factors. In some cases, the fluctuations may offset (or be offset by) changes in the value of securities held in the Fund’s portfolio. All transactions in futures and options involve the possible risk of loss to the Fund of all or a significant part of its investment. In some cases, the risk of loss may exceed the amount of the Fund’s investment. When the Fund sells a futures contract or writes a call option without holding the underlying securities, currencies or futures contracts, its potential loss is unlimited. The Fund will, however, be required to set aside with its custodian bank liquid assets in amounts sufficient at all times to satisfy the Fund’s obligations under futures and options contracts. The successful use of futures and exchange-traded options depends on the availability of a liquid secondary market to enable the Fund to close its positions on a timely basis. There can be no assurance that such a market will exist at any particular time.
 
Sector Risk . The underlying investments in the Funds may invest in specific sectors of the stock market. Investing in specific market sectors presents additional components of risk. The performance of sector specific investments is largely dependent on the industry’s performance which may be different than the overall stock market. As a result, if a Fund is heavily concentrated in a specific sector, then that particular sector could significantly impact the return of the Fund.

Commodities Risk.   The Fund may invest in commodities or in underlying funds that invest in commodities. Indirectly investing in   the commodities markets may subject the Fund to greater volatility than investments in traditional securities. Commodity prices are influenced by unfavorable weather, animal and plant disease, geologic and environmental factors, as well as international economic, political and regulatory developments such as tariffs, embargoes or burdensome production rules and restrictions.
6

Real Estate Risk. The Fund may invest in real estate investment trusts or in underlying funds that invest in real estate, including real estate investment trusts. The value of these securities will rise and fall in response to many factors, including economic conditions, the demand for rental property and changes in interest rates.

Model and Data Risk: Given the complexity of the investments and strategies of the Fund, the Adviser relies on quantitative models and information and data supplied by third parties (“Models and Data”). These Models and Data are used to construct sets of transactions and investments, to provide risk management insights, and to assist in hedging the Fund’s investment risks.

When Models and Data prove to be incorrect or incomplete, any decisions made in reliance thereon expose the Fund to potential risks. Similarly, any hedging based on faulty Models and Data may prove to be unsuccessful. Many of the models used by the Adviser for the Fund are predictive in nature. The use of predictive models has inherent risks. Because predictive models are usually constructed based on historical data supplied by third parties, the success of relying on such models may depend heavily on the accuracy and reliability of the supplied historical data. The Fund bears the risk that the quantitative models used by the Adviser will not be successful in selecting companies for investment or in determining the weighting of investment positions that will enable the Fund to achieve its investment objective.

Momentum Style Risk: Investing in or having exposure to securities with positive momentum entails investing in securities that have had positive recent relative performance. These securities may be more volatile than a broad cross-section of securities. In addition, there may be periods during which the investment performance of the Fund while using a momentum strategy may suffer.

Value Style Risk: Investing in or having exposure to “value” stocks presents the risk that the stocks may never reach what the Adviser believes are their full market values, either because the market fails to recognize what the Adviser considers to be the companies’ true business values or because the Adviser misjudged those values. In addition, there may be periods during which the investment performance of the Fund while using a value strategy may suffer.

Performance

The following bar chart and table illustrate how the Fund’s performance for its Retail Class shares has varied from year to year. The bar chart shows the variability of the Fund’s annual total returns over time, and shows that Fund performance can change from year to year. The table shows the Fund’s average annual total returns for certain time periods compared to the returns of a broad-based securities index. The bar chart and table provide some indication of the risks of investing in the Fund. Of course, the Fund’s past performance is not necessarily an indication of its future performance. Updated performance information is available at no cost by visiting www.meederfunds.com or by calling 1-800-325-3539.

Annual Total Returns as of 12/31/15
 
Calendar Year
Annual Total Return
2007
5.08%
2008
-43.00%
2009
35.79%
2010
19.96%
2011
-8.34%
2012
13.15%
2013
23.82%
2014
5.87%
2015
-7.21%
7

Best Quarter: 2nd Qtr. 2009 20.22%
Worst Quarter: 4th Qtr. 2008      -26.91%
 
Average Annual Total Returns as of 12/31/15

After-tax returns are calculated using the highest historical individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s particular tax situation and may differ from those shown. After-tax returns are not relevant for shareholders who hold Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts, or to shares held by non-taxable entities.
 
 
Inception Date
One Year
Five Years
Since Inception
Global Opportunities Fund Return Before Taxes -
01/31/06
-7.21%
4.76%
2.90%
Retail Class
       
Global Opportunities Fund Return After Taxes on Distributions – Retail Class
 
-7.74%
3.19%
1.89%
Global Opportunities Fund Return After Taxes on Distributions and Sale of Fund Shares – Retail Class
 
-3.81%
3.41%
2.05%
The S&P 500 Index (Reflects No Deduction for Fees, Expenses or Taxes)
 
1.38%
12.57%
7.09%
MSCI ACWI (Reflects No Deduction for Fees, Expenses or Taxes) 2
 
-2.92%
6.15%
4.31
Blended Index (Reflects No Deduction for Fees, Expenses or Taxes) 1
 
-5.09%
5.79%
4.66%
 
The Blended Index is comprised of 25% S&P 500, 20% S&P MidCap 400, 15% MSCI EAFE Index, 15% MSCI Emerging Markets Index, 10% Russell 2000, 7.5% Dow Jones US Select REIT Index, and 7.5% S&P GSCI Total Return Index, and is representative of the average composition of the Fund since such date.

1
Since January 1, 2016, the Blended Index is comprised of 34% MSCI EAFE Index, 22% S&P 500, 12% S&P MidCap 400, 11% MSCI Emerging Markets Index, 7% Russell 2000, 7% Dow Jones US Select REIT Index, and 7% S&P GSCI Total Return Index, and is representative of the average composition of the Fund since such date.

2
Since January 1, 2016, the MSCI ACWI Index represents and captures large and mid-cap representation across 23 Developed Markets and 23 Emerging Markets countries and provides a better representation of the average composition of the Fund.

Portfolio Management

Investment Adviser
Meeder Asset Management, Inc.

Investment Team
Robert S. Meeder, Jr., Portfolio Manager since 1/2006
Dale W. Smith, Portfolio Manager since 1/2006
Clinton Brewer, Portfolio Manager since 6/2008
Jonathan Tremmel, Assistant Portfolio Manager since 12/2014
Angelo Manzo, Portfolio Manager since 6/2015
 
For additional information about the purchase and sale of Fund shares, tax information and financial intermediary
compensation, please turn to Important Information Regarding Fund Shares on page 50 of this Prospectus.
8

AGGRESSIVE GROWTH FUND

Investment Objective

The investment objective of the Fund is to provide long-term capital appreciation.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
 
 
Retail
Class
Adviser
Class
Institutional
Class
Management Fees
0.75%
0.75%
0.75%
Distribution/Service (12b-1) Fees
0.25%
None
None
Other Expenses
0.58%
0.63%
0.48%
Acquired Fund Fees and Expenses 1
0.10%
0.10%
0.10%
Total Annual Fund Operating Expenses
1.68%
1.64%
1.33%
 
1
Acquired fund fees and expenses are not reflected in the Financial Highlights or audited financial statements .
 
Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions, your cost of investing in the Fund would be:
 
 
1 Year
3 Years
5 Years
10 Years
Retail
$171
$530
$913
$1,987
Adviser
$151
$468
$808
$1,768
Institutional
$135
$421
$729
$1,601
 
Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 283% of the average value of its portfolio.

Principal Investment Strategies

The Fund pursues its investment objective by investing primarily in common and preferred stocks. The Fund also invests in equity investment companies (“underlying funds”), which include domestic and foreign mutual funds, as well as in exchange traded funds (“ETFs”), closed-end funds, and unit investment trusts. Guided by the Adviser’s quantitative models, the Adviser uses an aggressive growth strategy in choosing the Fund’s investments, and may invest in smaller or newer companies, which are more likely to grow, but also more likely to suffer more significant losses, than larger or more established companies. The Adviser may also select value- or growth-oriented investments (including specific sectors), without limitation to market capitalization range or geographic region. In addition, the Fund may invest in index funds and index-based investments, such as Standard & Poor’s Depositary Receipts (SPDRs). The Fund also may invest up to 100% of its assets directly in, or in underlying funds investing in, futures contracts and options on futures contracts.
9

When selecting investments for the Fund, the Adviser continually evaluates style, market capitalization, sector rotation, and international positions, by utilizing a series of quantitative models to perform fundamental and technical analysis, in order to identify opportunities that have the best attributes for outperformance. Fundamental analysis, as performed by the Adviser, primarily involves using quantitative models to assess a company and its business environment, management, balance sheet, income statement, anticipated earnings and dividends, and other related measures of value. Technical analysis, as performed by the Adviser, primarily involves using quantitative models to analyze the absolute and relative movement of a company’s stock in an effort to ascertain the probabilities for future price change, based on market factors.

As a defensive tactic, the Fund may invest up to 20% of its assets in investment grade fixed income securities of any maturity.

Other than as set forth in the SAI, the investment policies and limitations of the Fund are not fundamental and may be changed by the Board without shareholder approval.

Principal Risks

All investments carry a certain amount of risk and the Fund cannot guarantee that it will achieve its investment objective. An investment in the Fund is not a deposit or obligation of any bank, is not endorsed or guaranteed by any bank, and is not insured by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. Loss of money is a risk of investing in a mutual fund.

Stock Market Risk . Because the Fund holds equity investments, it will fluctuate in value due to changes in general economic conditions and/or changes in the conditions of individual issuers.

Market Capitalization Risk . The Fund may hold mid- and small-capitalization investments, which presents additional risk. Investments in these capitalization ranges may be more sensitive to events and conditions that affect the stock market or that affect individual issuers.

Investment Company Risk. Because the Fund may invest in underlying funds, the value of your investment also will fluctuate in response to the performance of the underlying funds. In addition, you will indirectly bear fees and expenses charged by the underlying investment companies in which the Fund invests in addition to the Fund’s direct fees and expenses. You also may receive taxable capital gains distributions to a greater extent than would be the case if you invested directly in the underlying funds.

Liquidity Risk. Reduced liquidity affecting an individual security or an entire market may have an adverse impact on market price and the Fund’s ability to sell particular securities when necessary to meet the Fund’s liquidity needs or in response to a specific economic event.

Exchange Traded Fund and Index Fund Risk.   The ETFs and index funds will not be able to replicate exactly the performance of the indices they track because the total return generated by the securities will be reduced by transaction costs incurred in adjusting the actual balance of the securities. In addition, the ETFs and index funds will incur expenses not incurred by their applicable indices. Certain securities comprising the indices tracked by the ETFs may, from time to time, temporarily be unavailable, which may further impede the ability of the ETFs and index funds to track their applicable indices. The Fund also will incur brokerage costs when it purchases ETFs. An ETF may trade at a discount to its net asset value.
10

Closed-end Fund Risk.   The value of the shares of a closed-end fund may be higher or lower than the value of the portfolio securities held by the closed-end fund. Closed-end investment funds may trade infrequently and with small volume, which may make it difficult for the Fund to buy and sell shares. Also, the market price of closed-end investment companies tends to rise more in response to buying demand and fall more in response to selling pressure than is the case with larger capitalization companies.

Credit Risk.   Investments in bonds and other fixed income securities involve certain risks. An issuer of a fixed income security may not be able to make interest and principal payments when due. Such default could result in losses to the Fund. In addition, the credit quality of securities held by the Fund may be lowered if an issuer’s financial condition changes.

Cybersecurity Risk . Cybersecurity breaches may allow an unauthorized party to gain access to Fund assets, customer data, or proprietary information, or cause the Fund and/or its service providers to suffer data corruption or lose operational functionality.

Foreign Investment Risk . Investments in foreign countries present additional components of risk; including economic, political, legal and regulatory differences compared to domestic investments. Additionally, foreign currency fluctuations may affect the value of foreign investments.

Derivatives Risk. The Fund may use derivatives in connection with its investment strategies. Derivatives may be riskier than other types of investments because they may be more sensitive to changes in economic or market conditions than other types of investment and could result in losses that significantly exceed the Fund’s original investment. Derivatives also are subject to the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index. The use of derivatives for hedging or risk management purposes may not be successful, resulting in losses to the funds, and the cost of such strategies may reduce a fund’s returns. The value of futures and options held by the Fund may fluctuate based on a variety of market and economic factors. In some cases, the fluctuations may offset (or be offset by) changes in the value of securities held in the Fund’s portfolio. All transactions in futures and options involve the possible risk of loss to the Fund of all or a significant part of its investment. In some cases, the risk of loss may exceed the amount of the Fund’s investment. When the Fund sells a futures contract or writes a call option without holding the underlying securities, currencies or futures contracts, its potential loss is unlimited. The Fund will, however, be required to set aside with its custodian bank liquid assets in amounts sufficient at all times to satisfy the Fund’s obligations under futures and options contracts. The successful use of futures and exchange-traded options depends on the availability of a liquid secondary market to enable the Fund to close its positions on a timely basis. There can be no assurance that such a market will exist at any particular time.
 
Aggressive Growth Stock Risk. Investments in smaller or newer growth companies can be both more volatile and more speculative. The prices of growth stocks are based largely on projections of the issuer’s future earnings and revenues. If a company’s earnings or revenues fall short of expectations, its stock price may fall dramatically.

Fixed Income Risk. The Fund may invest in fixed income securities. These securities will increase or decrease in value based on changes in interest rates. If rates increase, the value of the Fund’s fixed income investments generally decline. On the other hand, if rates fall, the value of the fixed income investments generally increases. Your investment will decline in value if the value of the Fund’s investments decreases. The market value of debt securities (including U.S. Government securities) with longer maturities are likely to respond to a greater degree to changes in interest rates than the market value of debt securities with shorter maturities.

Model and Data Risk: Given the complexity of the investments and strategies of the Fund, the Adviser relies on quantitative models and information and data supplied by third parties (“Models and Data”). These Models and Data are used to construct sets of transactions and investments, to provide risk management insights, and to assist in hedging the Fund’s investment risks.
11

When Models and Data prove to be incorrect or incomplete, any decisions made in reliance thereon expose the Fund to potential risks. Similarly, any hedging based on faulty Models and Data may prove to be unsuccessful. Many of the models used by the Adviser for the Fund are predictive in nature. The use of predictive models has inherent risks. Because predictive models are usually constructed based on historical data supplied by third parties, the success of relying on such models may depend heavily on the accuracy and reliability of the supplied historical data. The Fund bears the risk that the quantitative models used by the Adviser will not be successful in selecting companies for investment or in determining the weighting of investment positions that will enable the Fund to achieve its investment objective.

Momentum Style Risk: Investing in or having exposure to securities with positive momentum entails investing in securities that have had positive recent relative performance. These securities may be more volatile than a broad cross-section of securities. In addition, there may be periods during which the investment performance of the Fund while using a momentum strategy may suffer.

Value Style Risk: Investing in or having exposure to “value” stocks presents the risk that the stocks may never reach what the Adviser believes are their full market values, either because the market fails to recognize what the Adviser considers to be the companies’ true business values or because the Adviser misjudged those values. In addition, there may be periods during which the investment performance of the Fund while using a value strategy may suffer .

Performance

The following bar chart and table illustrate how the Fund’s performance for its Retail Class shares has varied from year to year. The bar chart shows the variability of the Fund’s annual total returns over time, and shows that Fund performance can change from year to year. The table shows the Fund’s average annual total returns for certain time periods compared to the returns of a broad- based securities index. The bar chart and table provide some indication of the risks of investing in the Fund. Of course, the Fund’s past performance is not necessarily an indication of its future performance. Updated performance information is available at no cost by visiting www.meederfunds.com or by calling 1-800-325-3539.

Annual Total Returns as of 12/31/15
 
Year
Annual Total Return
2006
13.54%
2007
6.14%
2008
-38.98%
2009
32.76%
2010
15.67%
2011
-7.15%
2012
14.05%
2013
30.40%
2014
13.49%
2015
-4.35%

Best Quarter: 2nd Qtr. 2009      18.70%
Worst Quarter: 4th Qtr. 2008      -21.42%
 
Average Annual Total Returns as of 12/31/15

After-tax returns are calculated using the highest historical individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s particular tax situation and may differ from those shown. After-tax returns are not relevant for shareholders who hold Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts, or to shares held by non-taxable entities.
12

 
Inception Date
One Year
Five Years
Ten Years
Aggressive Growth Fund
02/29/00
     
Return Before Taxes – Retail Class
 
-4.35%
8.43%
5.40%
Aggressive Growth Fund
       
Return After Taxes on Distributions - Retail Class
 
-5.34%
7.08%
4.67%
Aggressive Growth Fund Return After
       
Taxes on Distributions and Sale of Fund Shares - Retail Class
 
-2.21%
6.47%
4.22%
The S&P 500 Index (Reflects No Deduction For Fees, Expenses or Taxes)
 
1.38%
12.57%
7.31%

Portfolio Management

Investment Adviser
Meeder Asset Management, Inc.

Investment Team
Robert S. Meeder, Jr., Portfolio Manager since 2/2000                                                                                                                               
Dale W. Smith, Portfolio Manager since 8/2005
Clinton Brewer, Portfolio Manager since 6/2008
Jonathan Tremmel, Assistant Portfolio Manager since 12/2014
Angelo Manzo, Portfolio Manager since 6/2015
 
For additional information about the purchase and sale of Fund shares, tax information and financial intermediary compensation, please turn to Important Information Regarding Fund Shares on page 50 of this Prospectus.
13

DIVIDEND OPPORTUNITIES FUND

Investment Objective

The investment objective of the Fund is to provide total return, including capital appreciation and current income.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
 
 
Retail
Class
Adviser
Class
Institutional
Class
Management Fees
0.75%
0.75%
0.75%
Distribution (12b-1) Fees
0.25%
None
None
Other Expenses 1
0.85%
0.90%
0.75%
Total Annual Fund Operating Expenses
1.85%
1.65%
1.50%
 
1
Other Expenses are based on estimated amounts for the first full year of the Fund.

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The expenses would be the same if you chose not to sell your shares at the end of the time period. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions, your cost of investing in the Fund would be:
 
 
1 Year
3 Years
5 Years
10 Years
Retail
$188
$582
$1,001
$2,169
Adviser
$168
$520
$897
$1,955
Institutional
$153
$474
$818
$1,791
 
Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent period ending December 31, 2015, the Fund’s portfolio turnover rate was 70% of the average value of its portfolio.

Principal Investment Strategies

The Fund intends to pursue its investment objective by investing primarily in common and preferred stocks. The Fund may also invest in equity investment companies (“underlying funds”), which include foreign and domestic mutual funds, as well as in exchange traded funds (“ETFs”), closed-end funds and unit investment trusts, Master Limited Partnerships (“MLPs”), and Real Estate Investment Trusts (“REITs”). A MLP is a limited partnership that is publicly traded on an exchange. It combines the tax benefits of a limited partnership with the liquidity of publicly traded securities. Under normal market conditions, the Fund intends to invest at least 80% of its net assets (plus borrowing for investment purposes, if any) in dividend-paying equity securities. With respect to the 80% investment in dividend-paying equity securities, the Fund will look through to the investments made by the underlying funds. Additionally, the Fund may invest up to 20% of its net assets in debt securities of any maturity and of any credit rating, including securities that, at the time of purchase, are rated below investment grade or are unrated but determined to be of comparable quality (commonly referred to as “high yield securities” or “junk bonds”). The Fund will only invest in U.S. dollar denominated securities.
14

The Fund may enter into derivatives transactions, such as options, futures contracts, forwards, swaps, and index funds. These transactions may be used, for example, in an effort to earn extra income, to adjust exposure to individual securities or markets, or to protect all or a portion of the Fund’s portfolio from a decline in value.

When selecting investments for the Fund, Meeder Asset Management, Inc. (“Adviser”) primarily utilizes a series of quantitative models to perform fundamental and technical analysis, in order to identify opportunities that have the best attributes for outperformance. Fundamental analysis, as performed by the Adviser, primarily involves using quantitative models to assess a company and its business environment, management, balance sheet, income statement, anticipated earnings and dividends, and other related measures of value. Technical analysis, as performed by the Adviser, primarily involves using quantitative models to analyze the absolute and relative movement of a company’s stock in an effort to ascertain the probabilities for future price change, based on market factors.

Relying primarily on the Adviser’s quantitative models, the Fund may invest in value- or growth-oriented investments (including specific sectors) and may focus on stocks or underlying funds investing in stocks that are newer and/or smaller capitalization companies. There are no investment limitations on market capitalization range or geographic regions in which the Fund may invest.

The investment strategies described above are not fundamental and may be changed by the Board of Trustees (“Board”) without shareholder approval upon 60 days’ written notice to shareholders.

Principal Risks

All investments carry a certain amount of risk and the Fund cannot guarantee that it will achieve its investment objective. An investment in the Fund is not a deposit or obligation of any bank, is not endorsed or guaranteed by any bank, and is not insured by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. Loss of money is a risk of investing in a mutual fund. The following provides a summary of the Principal Risks of investing in the Fund:

Stock Market Risk . Because the Fund holds equity investments, it will fluctuate in value due to changes in general economic conditions and/or changes in the conditions of the individual issuers.

Fixed Income Risk. Fixed income securities will increase or decrease in value based on changes in interest rates. For example, if interest rates increase, the value of the Fund’s fixed income investments generally declines. The market value of debt securities (including U.S. Government securities) with longer maturities is likely to decline in value to a greater degree based on increases in interest rates, as compared to the market value of debt securities with shorter maturities.

Credit Risk.   An issuer of a fixed income security may not be able to make interest and principal payments when due. Such default could result in losses to the Fund. In addition, the credit quality of securities held by the Fund may be lowered if an issuer’s financial condition changes, likely resulting in a decline in value of the securities.
15

Cybersecurity Risk . Cybersecurity breaches may allow an unauthorized party to gain access to Fund assets, customer data, or proprietary information, or cause the Fund and/or its service providers to suffer data corruption or lose operational functionality.

Liquidity Risk. Reduced liquidity affecting an individual security or an entire market may have an adverse impact on market price and the Fund’s ability to sell particular securities when necessary to meet the Fund’s liquidity needs or in response to a specific economic event.

Derivatives Risk. The Fund may use derivatives in connection with its investment strategies. Derivatives may be riskier than other types of investments because they may be more sensitive to changes in economic or market conditions than other types of investments and could result in losses that significantly exceed the Fund’s original investment. Derivatives also are subject to the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index. The use of derivatives for hedging or risk management purposes may not be successful, resulting in losses to the Fund, and the cost of such strategies may reduce the Fund’s returns.

Market Capitalization Risk . The Fund may hold mid and small capitalization investments, which present additional risk. Investments in these capitalization ranges may be more sensitive to events and conditions that affect the stock market or that affect the individual issuers.

Sector Risk . The Fund may invest in specific sectors of the stock market. Investing in specific market sectors presents additional components of risk. The performance of sector specific investments is largely dependent on the industry’s performance, which may be different than the overall stock market. As a result, if the Fund is heavily concentrated in a specific sector, then that particular sector could significantly impact the return of the Fund.

Closed-end Fund Risk. The value of the shares of a closed-end fund may be higher or lower than the value of the portfolio securities held by the closed-end fund. Closed-end investment funds may trade infrequently and with small volume, which may make it difficult for the Fund to buy and sell shares. Also, the market price of closed-end investment companies tends to rise more in response to buying demand and fall more in response to selling pressure than is the case with larger capitalization companies.

Foreign Investment Risk. Investments in foreign countries present additional components of risk, including economic, political, legal and regulatory differences compared to domestic investments. In addition, foreign investing involves less publicly available information, and more volatile or less liquid securities markets. Foreign accounting may be less transparent than U.S. accounting practices and foreign regulation may be inadequate or irregular. Owning foreign securities could cause the Fund’s performance to fluctuate more than if it held only U.S. securities.

Investment Company Risk. Because the Fund may invest in underlying funds, the value of your investment also will fluctuate in response to the performance of the underlying funds. In addition, you will indirectly bear fees and expenses charged by the underlying investment companies in which the Fund invests in addition to the Fund’s direct fees and expenses. You also may receive taxable capital gains distributions to a greater extent than would be the case if you invested directly in the underlying funds.

Unit Investment Trust. An investment in a unit investment trust is subject to market risk, which is the possibility that the market values of securities owned by the trust will decline and the value of trust units may be less than what was paid for them. Unit Investment Trusts are unmanaged and each trust’s portfolio is not intended to change during the life of the trust, except in limited circumstances.
 
Master Limited Partnership . The Fund may invest in master limited partnerships (“MLPs”). An investment in MLP units involves certain risks which differ from an investment in the securities of a corporation. Holders of MLP units have limited control and voting rights on matters affecting the partnership. There are certain tax risks associated with an investment in MLP units and conflicts of interest exist between common unit holders and the general partner, including those arising from incentive distribution payments. MLPs are subject to risks that are specific to the industry they serve. As a partnership, an MLP has no tax liability at the entity level. If, as a result of a change in current law or a change in an MLP’s business, an MLP were treated as a corporation for federal income tax purposes, such MLP would be obligated to pay federal income tax on its income at the corporate tax rate. If an MLP were classified as a corporation for federal income tax purposes, the amount of cash available for distribution by the MLP would be reduced and distributions received by investors would be taxed under federal income tax laws applicable to corporate dividends (as dividend income, return of capital, or capital gain). Therefore, treatment of an MLP as a corporation for federal income tax purposes would result in a reduction in the after-tax return to investors, likely causing a reduction in the value of Fund shares.
16

Real Estate Investment Trust (REIT) Risk. REIT share prices may decline because of adverse developments affecting the real estate industry and real property values. In general, real estate values can be affected by a variety of factors, including supply and demand for properties, the economic health of the country or of different regions, and the strength of specific industries that rent properties. Qualification as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”) in any particular year is a complex analysis that depends on a number of factors. There can be no assurance that the entities in which the Fund invests with the expectation that they will be taxed as a REIT will qualify as a REIT. An entity that fails to qualify as a REIT would be subject to a corporate level tax, would not be entitled to a deduction for dividends paid to its shareholders and would not pass through to its shareholders the character of income earned by the entity.

High Yield Risk . The Fund may purchase fixed income securities rated below the investment grade category (non-investment grade bond speculative grade or junk bond). Securities in this rating category are speculative. Changes in economic conditions or other circumstances may have a greater effect on the ability of issues of these securities to make principal and interest payments than they do on issuers of higher grade securities.

  Model and Data Risk: Given the complexity of the investments and strategies of the Fund, the Adviser relies on quantitative models and information and data supplied by third parties (“Models and Data”). These Models and Data are used to construct sets of transactions and investments, to provide risk management insights, and to assist in hedging the Fund’s investment risks.

When Models and Data prove to be incorrect or incomplete, any decisions made in reliance thereon expose the Fund to potential risks. Similarly, any hedging based on faulty Models and Data may prove to be unsuccessful. Many of the models used by the Adviser for the Fund are predictive in nature. The use of predictive models has inherent risks. Because predictive models are usually constructed based on historical data supplied by third parties, the success of relying on such models may depend heavily on the accuracy and reliability of the supplied historical data. The Fund bears the risk that the quantitative models used by the Adviser will not be successful in selecting companies for investment or in determining the weighting of investment positions that will enable the Fund to achieve its investment objective.

Momentum Style Risk: Investing in or having exposure to securities with positive momentum entails investing in securities that have had positive recent relative performance. These securities may be more volatile than a broad cross-section of securities. In addition, there may be periods during which the investment performance of the Fund while using a momentum strategy may suffer.

Value Style Risk: Investing in or having exposure to “value” stocks presents the risk that the stocks may never reach what the Adviser believes are their full market values, either because the market fails to recognize what the Adviser considers to be the companies’ true business values or because the Adviser misjudged those values. In addition, there may be periods during which the investment performance of the Fund while using a value strategy may suffer.
17

Performance

Performance history will be available for the Fund after it has been in operation for one calendar year.

Portfolio Management

Investment Adviser
Meeder Asset Management, Inc.

Investment Team
Robert S. Meeder, Jr., Portfolio Manager since 6/2015                                                                                                                               
Dale W. Smith, Portfolio Manager since 6/2015
Clinton Brewer, Portfolio Manager since 6/2015
Jonathan Tremmel, Assistant Portfolio Manager since 6/2015

For additional information about the purchase and sale of Fund shares, tax information and financial intermediary compensation, please turn to Important Information Regarding Fund Shares on page 50 of this Prospectus.
18

DYNAMIC GROWTH FUND

Investment Objective

The investment objective of the Fund is to provide long-term capital appreciation.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
 
 
Retail
Class
Adviser
Class
Institutional
Class
Management Fees
0.75%
0.75%
0.75%
Distribution/Service (12b-1) Fees
0.25%
None
None
Other Expenses
0.54%
0.59%
0.44%
Acquired Fund Fees and Expenses 1
0.09%
0.09%
0.09%
Total Annual Fund Operating Expenses
1.63%
1.43%
1.28%
 
1
Acquired fund fees and expenses are not reflected in the Financial Highlights or audited financial statements.
 
Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions, your cost of investing in the Fund would be:
 
 
1 Year
3 Years
5 Years
10 Years
Retail
$166
$514
$887
$1,933
Adviser
$146
$452
$782
$1,713
Institutional
$130
$406
$702
$1,545
 
Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 245% of the average value of its portfolio.

Principal Investment Strategies

The Fund pursues its investment objective by investing primarily in common and preferred stocks. The Fund also invests in equity investment companies (“underlying funds”), which include foreign and domestic mutual funds, as well as in exchange traded funds (“ETFs”), closed-end funds and unit investment trusts.

19

When selecting investments for the Fund, the Adviser continually evaluates style, market capitalization, sector rotation, and international positions, by utilizing a series of quantitative models to perform fundamental and technical analysis, in order to identify opportunities that have the best attributes for outperformance.  Fundamental analysis, as performed by the Adviser, primarily involves using quantitative models to assess a company and its business environment, management, balance sheet, income statement, anticipated earnings and dividends, and other related measures of value.  Technical analysis, as performed by the Adviser, primarily involves using quantitative models to analyze the absolute and relative movement of a company’s stock in an effort to ascertain the probabilities for future price change, based on market factors.

The Adviser’s quantitative models assist the Adviser in selecting growth- or value-oriented investments (including specific sectors) for the Fund, and there are no investment limitations on market capitalization range or geographic region.  The Adviser’s models also help guide the selection of the Fund’s investments in common stocks or underlying fund types, as the Adviser selects securities that the Adviser believes represent above average market potential relative to market risk.  The Adviser may focus on stocks or underlying funds investing in stocks that are newer and/or smaller capitalization companies. The Fund also may invest up to 100% of its assets directly in, or in underlying funds investing in, futures contracts and options on futures contracts.  In addition, the Fund may invest in index funds and index-based investments, such as Standard & Poor’s Depositary Receipts (SPDRs).

As a defensive tactic, when the Adviser’s quantitative models and evaluation indicate that the risks of the stock market may be greater than the potential rewards, the Fund may invest up to 20% of its assets in investment grade fixed income securities of any maturity.

 Other than as set forth in the SAI, the investment policies and limitations of the Fund are not fundamental and may be changed by the Board without shareholder approval.

Principal Risks

All investments carry a certain amount of risk and the Fund cannot guarantee that it will achieve its investment objective.  An investment in the Fund is not a deposit or obligation of any bank, is not endorsed or guaranteed by any bank, and is not insured by the Federal Deposit Insurance Corporation (FDIC) or any other government agency.  Loss of money is a risk of investing in a mutual fund.

Stock Market Risk.  Because the Fund holds equity investments, it will fluctuate in value due to changes in general economic conditions and/or changes in the conditions of individual issuers.

Market Capitalization Risk .   The Fund may hold mid- and small-capitalization investments, which presents additional risk.  Investments in these capitalization ranges may be more sensitive to events and conditions that affect the stock market or that affect individual issuers.

Investment Company Risk.   Because the Fund may invest in underlying funds, the value of your investment also will fluctuate in response to the performance of the underlying funds.  In addition, you will indirectly bear fees and expenses charged by the underlying investment companies in which the Fund invests in addition to the Fund’s direct fees and expenses.  You also may receive taxable capital gains distributions to a greater extent than would be the case if you invested directly in the underlying funds.

Liquidity Risk.  Reduced liquidity affecting an individual security or an entire market may have an adverse impact on market price and the Fund’s ability to sell particular securities when necessary to meet the Fund’s liquidity needs or in response to a specific economic event.

Exchange Traded Fund and Index Fund Risk.    The ETFs and index funds will not be able to replicate exactly the performance of the indices they track because the total return generated by the securities will be reduced by transaction costs incurred in adjusting the actual balance of the securities.  In addition, the ETFs and index funds will incur expenses not incurred by their applicable indices.  Certain securities comprising the indices tracked by the ETFs may, from time to time, temporarily be unavailable, which may further impede the ability of the ETFs and index funds to track their applicable indices.  The Fund also will incur brokerage costs when it purchases ETFs.  An ETF may trade at a discount to its net asset value.
20

Closed-end Fund Risk.   The value of the shares of a closed-end fund may be higher or lower than the value of the portfolio securities held by the closed-end fund.  Closed-end investment funds may trade infrequently and with small volume, which may make it difficult for the Fund to buy and sell shares. Also, the market price of closed-end investment companies tends to rise more in response to buying demand and fall more in response to selling pressure than is the case with larger capitalization companies.

Credit Risk.     Investments in bonds and other fixed income securities involve certain risks.  An issuer of a fixed income security may not be able to make interest and principal payments when due.  Such default could result in losses to the Fund.  In addition, the credit quality of securities held by the Fund may be lowered if an issuer’s financial condition changes.

Cybersecurity Risk . Cybersecurity breaches may allow an unauthorized party to gain access to Fund assets, customer data, or proprietary information, or cause the Fund and/or its service providers to suffer data corruption or lose operational functionality.

Foreign Investment Risk .  Investments in foreign countries present additional components of risk; including economic, political, legal and regulatory differences compared to domestic investments.  Additionally, foreign currency fluctuations may affect the value of foreign investments.

Derivatives Risk. The Fund may use derivatives in connection with its investment strategies.  Derivatives may be riskier than other types of investments because they may be more sensitive to changes in economic or market conditions than other types of investment and could result in losses that significantly exceed the Fund’s original investment.  Derivatives also are subject to the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index.  The use of derivatives for hedging or risk management purposes may not be successful, resulting in losses to the funds, and the cost of such strategies may reduce a fund’s returns.  The value of futures and options held by the Fund may fluctuate based on a variety of market and economic factors.  In some cases, the fluctuations may offset (or be offset by) changes in the value of securities held in the Fund’s portfolio.  All transactions in futures and options involve the possible risk of loss to the Fund of all or a significant part of its investment.  In some cases, the risk of loss may exceed the amount of the Fund’s investment. When the Fund sells a futures contract or writes a call option without holding the underlying securities, currencies or futures contracts, its potential loss is unlimited.    The Fund will, however, be required to set aside with its custodian bank liquid assets in amounts sufficient at all times to satisfy the Fund’s obligations under futures and options contracts.  The successful use of futures and exchange-traded options depends on the availability of a liquid secondary market to enable the Fund to close its positions on a timely basis.  There can be no assurance that such a market will exist at any particular time.
 
Fixed Income Risk.  The Fund may invest in fixed income securities.  These securities will increase or decrease in value based on changes in interest rates.  If rates increase, the value of the Fund’s fixed income investments generally declines. On the other hand, if rates fall, the value of the fixed income investments generally increases. Your investment will decline in value if the value of the Fund’s investments decreases.  The market value of debt securities (including U.S. Government securities) with longer maturities are likely to respond to a greater degree to changes in interest rates than the market value of debt securities with shorter maturities.

Model and Data Risk: Given the complexity of the investments and strategies of the Fund, the Adviser relies on quantitative models and information and data supplied by third parties (“Models and Data”). These Models and Data are used to construct sets of transactions and investments, to provide risk management insights, and to assist in hedging the Fund’s investment risks.
21

When Models and Data prove to be incorrect or incomplete, any decisions made in reliance thereon expose the Fund to potential risks. Similarly, any hedging based on faulty Models and Data may prove to be unsuccessful. Many of the models used by the Adviser for the Fund are predictive in nature. The use of predictive models has inherent risks. Because predictive models are usually constructed based on historical data supplied by third parties, the success of relying on such models may depend heavily on the accuracy and reliability of the supplied historical data. The Fund bears the risk that the quantitative models used by the Adviser will not be successful in selecting companies for investment or in determining the weighting of investment positions that will enable the Fund to achieve its investment objective.

Momentum Style Risk: Investing in or having exposure to securities with positive momentum entails investing in securities that have had positive recent relative performance. These securities may be more volatile than a broad cross-section of securities. In addition, there may be periods during which the investment performance of the Fund while using a momentum strategy may suffer.

Value Style Risk: Investing in or having exposure to “value” stocks presents the risk that the stocks may never reach what the Adviser believes are their full market values, either because the market fails to recognize what the Adviser considers to be the companies’ true business values or because the Adviser misjudged those values. In addition, there may be periods during which the investment performance of the Fund while using a value strategy may suffer.

Performance

The following bar chart and table illustrate how the Fund’s performance for its Retail Class shares has varied from year to year. The bar chart shows the variability of the Fund’s annual total returns over time, and shows that Fund performance can change from year to year. The table shows the Fund’s average annual total returns for certain time periods compared to the returns of a broad- based securities index. The bar chart and table provide some indication of the risks of investing in the Fund. Of course, the Fund’s past performance is not necessarily an indication of its future performance. Updated performance information is available at no cost by visiting www.meederfunds.com or by calling 1-800-325-3539.

Annual Total Returns as of 12/31/15

Year
Annual Total Return
2006
15.96%
2007
7.06%
2008
-39.77%
2009
28.87%
2010
15.54%
2011
-5.65%
2012
14.58%
2013
31.61%
2014
12.80%
2015
-3.46%

Best Quarter:  2nd Qtr. 2009  17.80%
Worst Quarter:   4th Qtr. 2008 -22.27%

Average Annual Total Returns as of 12/31/15

After-tax returns are calculated using the highest historical individual federal marginal income tax rates and do not reflect the impact of state and local taxes.  Actual after-tax returns depend on a shareholder’s particular tax situation and may differ from those shown.  After-tax returns are not relevant for shareholders who hold Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts, or to shares held by non-taxable entities.
22

 
Inception Date
OneYear
Five Years
Ten Years
Dynamic Growth Fund
2/29/00
     
  Return Before Taxes – Retail Class
 
-3.46%
9.15%
5.60%
Dynamic Growth Fund Return
       
  After Taxes on Distributions  - Retail Class
 
-4.26%
7.13%
4.21%
Dynamic Growth Fund Return After Taxes
       
  on Distributions and Sales of Fund Shares -
 
-1.67%
6.73%
4.05%
  Retail Class
       
The S&P 500 Index (Reflects No Deduction
       
  for Fees, Expenses or Taxes)
 
1.38%
12.57%
7.31%
 
Portfolio Management

Investment Adviser
Meeder Asset Management, Inc.

Investment Team
Robert S. Meeder, Jr., Portfolio Manager since 2/2000
Dale W. Smith, Portfolio Manager since 8/2005
Clinton Brewer, Portfolio Manager since 6/2008
Jonathan Tremmel, Assistant Portfolio Manager since 12/2014
Angelo Manzo, Portfolio Manager since 6/2015
 
For additional information about the purchase and sale of Fund shares, tax information and financial intermediary compensation, please turn to Important Information Regarding Fund Shares on page 50 of this Prospectus.
23

QUANTEX FUND

Investment Objective:

The investment objective of the Fund is to provide long-term capital appreciation.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)

 
Retail
Class
Adviser
Class
Institutional
Class
Management Fees
1.00%
1.00%
1.00%
Distribution/Service (12b-1) Fees
0.20%
None
None
Other Expenses
0.55%
0.66%
0.51%
Total Annual Fund Operating Expenses
1.75%
1.66%
1.51%
Net Fee Waiver 1
(0.25)%
( 0.25)%
( 0.25)%
Total Annual Fund Operating Expenses After Fee Waiver
1.50%
1.41%
1.26%
 
1
The Adviser has contractually agreed to reduce its management fee by 0.25%.   The agreement may be terminated by the Adviser after October 15, 2017, unless the contract is renewed.

Example:

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.  The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods.  The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same.  Although your actual costs may be higher or lower, based on these assumptions, your cost of investing in the Fund would be:

 
1 Year
3 Years
5 Years
10 Years
Retail
$153
$527
$926
$2,042
Adviser
$144
$499
$879
$1,944
Institutional
$128
$453
$800
$1,780

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).  A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 87% of the average value of its portfolio.

Principal Investment Strategies

Normally, at least 80% of the Fund’s net assets will be invested in the common stock equity securities of mid-capitalization companies.  Mid-capitalization companies are defined as those whose market capitalizations are similar to the market capitalization of companies in the Russell MidCap Index or a similar index.  Typically, the Fund will be diversified throughout all major industry sectors.  However, more emphasis is given to capitalization levels and there are occasions when all sectors are not represented in the Fund’s portfolio.
24

The Fund employs a quantitative investment approach that utilizes an investment model to determine which securities are to be added or removed from the Fund’s portfolio on an annual basis.   Stocks in the portfolio whose value has risen above or fallen below the predetermined market capitalization ranges are sold, while new undervalued stocks that have moved into the predetermined capitalization ranges are added to the Fund’s portfolio.  The Fund’s holdings are then restructured to create an equally-weighted portfolio of equity securities.

The Fund may invest in index funds and index-based investments, such as Standard & Poor’s Depositary Receipts (SPDRs) and stock index futures as a means of providing adequate liquidity and maintaining a fully-invested position in equity securities at all times.  The Fund also may invest in open-end investment companies and exchange traded funds.

As a defensive tactic, the Fund may invest up to 20% of its assets in investment grade fixed income securities of any maturity.

Other than as set forth in the SAI, the investment policies and limitations of the Fund are not fundamental and may be changed by the Board without shareholder approval.

Principal Risks

All investments carry a certain amount of risk and the Fund cannot guarantee that it will achieve its investment objective.  An investment in the Fund is not a deposit or obligation of any bank, is not endorsed or guaranteed by any bank, and is not insured by the Federal Deposit Insurance Corporation (FDIC) or any other government agency.  Loss of money is a risk of investing in a mutual fund.

Stock Market Risk .  Because the Fund holds equity investments, it will fluctuate in value due to changes in general economic conditions and/or changes in the conditions of individual issuers.

Market Capitalization Risk .  The Fund will hold mid- and small-capitalization investments, which presents additional risk.  Investments in these capitalization ranges may be more sensitive to events and conditions that affect the stock market or that affect individual issuers.

Exchange Traded Fund Risk.   The ETFs will not be able to replicate exactly the performance of the indices they track because the total return generated by the securities will be reduced by transaction costs incurred in adjusting the actual balance of the securities.  In addition, the ETFs will incur expenses not incurred by their applicable indices.  Certain securities comprising the indices tracked by the ETFs may, from time to time, temporarily be unavailable, which may further impede the ability of the ETFs to track their applicable indices.  The Fund also will incur brokerage costs when it purchases ETFs.  An ETF may trade at a discount to its net asset value.

Liquidity Risk.   Reduced liquidity affecting an individual security or an entire market may have an adverse impact on market price and the Fund’s ability to sell particular securities when necessary to meet the Fund’s liquidity needs or in response to a specific economic event.

Cybersecurity Risk . Cybersecurity breaches may allow an unauthorized party to gain access to Fund assets, customer data, or proprietary information, or cause the Fund and/or its service providers to suffer data corruption or lose operational functionality.

Derivatives Risk. The Fund may use derivatives in connection with its investment strategies.  Derivatives may be riskier than other types of investments because they may be more sensitive to changes in economic or market conditions than other types of investment and could result in losses that significantly exceed the Fund’s original investment.  Derivatives also are subject to the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index.  The use of derivatives for hedging or risk management purposes may not be successful, resulting in losses to the funds, and the cost of such strategies may reduce a fund’s returns.  The value of futures and options held by the Fund may fluctuate based on a variety of market and economic factors.  In some cases, the fluctuations may offset (or be offset by) changes in the value of securities held in the Fund’s portfolio.  All transactions in futures and options involve the possible risk of loss to the Fund of all or a significant part of its investment.  In some cases, the risk of loss may exceed the amount of the Fund’s investment.  When the Fund sells a futures contract or writes a call option without holding the underlying securities, currencies or futures contracts, its potential loss is unlimited.  The Fund will, however, be required to set aside with its custodian bank liquid assets in amounts sufficient at all times to satisfy the Fund’s obligations under futures and options contracts.  The successful use of futures and exchange-traded options depends on the availability of a liquid secondary market to enable the Fund to close its positions on a timely basis.  There can be no assurance that such a market will exist at any particular time.
25

Model and Data Risk: Given the complexity of the investments and strategies of the Fund, the Adviser relies on quantitative models and information and data supplied by third parties (“Models and Data”). These Models and Data are used to construct sets of transactions and investments, to provide risk management insights, and to assist in hedging the Fund’s investment risks.

When Models and Data prove to be incorrect or incomplete, any decisions made in reliance thereon expose the Fund to potential risks. Similarly, any hedging based on faulty Models and Data may prove to be unsuccessful. Many of the models used by the Adviser for the Fund are predictive in nature. The use of predictive models has inherent risks. Because predictive models are usually constructed based on historical data supplied by third parties, the success of relying on such models may depend heavily on the accuracy and reliability of the supplied historical data. The Fund bears the risk that the quantitative models used by the Adviser will not be successful in selecting companies for investment or in determining the weighting of investment positions that will enable the Fund to achieve its investment objective.

Performance

The following bar chart and table illustrate how the Fund’s performance for its Retail Class shares has varied from year to year. The bar chart shows the variability of the Fund’s annual total returns over time, and shows that Fund performance can change from year to year. The table shows the Fund’s average annual total returns for certain time periods compared to the returns of a broad- based securities index. The bar chart and table provide some indication of the risks of investing in the Fund. Of course, the Fund’s past performance is not necessarily an indication of its future performance. Updated performance information is available at no cost by visiting www.meederfunds.com or by calling 1-800-325-3539.

Annual Total Returns as of 12/31/15
 
Year
Annual Total Return
2006
16.67%
2007
-7.00%
2008
-43.12%
2009
77.37%
2010
23.21%
2011
-4.05%
2012
16.93%
2013
41.54%
2014
9.48%
2015
-7.68%
26

Best Quarter:  2nd Qtr. 2009     34.86%
Worst Quarter:   4th Qtr. 2008  -30.63%

Average Annual Total Returns as of 12/31/15

After-tax returns are calculated using the highest historical individual federal marginal income tax rates and do not reflect the impact of state and local taxes.  Actual after-tax returns depend on a shareholder’s particular tax situation and may differ from those shown.  After-tax returns are not relevant for shareholders who hold Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts, or to shares held by non-taxable entities.
 
 
Inception Date
One Year
Five Years
Ten Years
Quantex Fund Return
03/20/85
     
  Before Taxes – Retail Class
 
-7.68%
9.93%
8.03%
Quantex Fund Return After
       
  Taxes on Distributions – Retail Class
 
-10.20%
8.86%
7.39%
Quantex Fund Return After Taxes
       
  on Distributions and Sale of Fund Shares -
 
-2.25%
7.93%
6.71%
  Retail Class
       
Blended Index
 
-3.28%
9.96%
7.53%
The S&P MidCap 400 Index (Reflects No
       
  Deduction for Fees, Expenses or Taxes)
 
-2.18%
10.68%
8.18%
The Russell 2000 Index (Reflects No Deduction
       
  For Fees, Expenses or Taxes)
 
-4.41%
9.19%
6.80%
 
The Blended Index consists of 50% of the Russell 2000 Index and 50% of the S&P MidCap 400 Index.

Portfolio Management

Investment Adviser
Meeder Asset Management, Inc.

Investment Team
Robert S. Meeder, Jr., Portfolio Manager since 8/1988                                                                                                                               
Dale W. Smith, Portfolio Manager since 8/2005
Clinton Brewer, Portfolio Manager since 6/2008
Jonathan Tremmel, Assistant Portfolio Manager since 12/2014
Angelo Manzo, Portfolio Manager since 6/2015

For additional information about the purchase and sale of Fund shares, tax information and financial intermediary compensation, please turn to Important Information Regarding Fund Shares on page 50 of this Prospectus.
27

BALANCED FUND

Investment Objective

The investment objective of the Fund is to provide income and long-term capital appreciation.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)

 
Retail
Class
Adviser
Class
Institutional
Class
Management Fees
0.73%
0.73%
0.73%
Distribution/Service (12b-1) Fees
0.25%
None
None
Other Expenses
0.50%
0.55%
0.64%
Acquired Fund Fees and Expenses 1
0.25%
0.25%
0.25%
Total Annual Fund Operating Expenses
1.73%
1.53%
1.38%
  
 
1
Acquired Fund Fees and Expenses are incurred indirectly by the Fund as a result of investment in shares of one or more acquired funds (“underlying funds”).  These fees and expenses are not reflected in the Financial Highlights or audited financial statements.
 
Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.  The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods.  The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same.  Although your actual costs may be higher or lower, based on these assumptions, your cost of investing in the Fund would be:

 
1 Year
3 Years
5 Years
10 Years
Retail
$176
$545
$939
$2,041
Adviser
$156
$483
$834
$1,824
Institutional
$140
$437
$755
$1,657

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).  A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.  During the most recent fiscal year, the Fund’s portfolio turnover rate was 246% of the average value of its portfolio.

Principal Investment Strategies

The Fund invests primarily in common and preferred stocks, as well as fixed income securities.  The Fund may also invest in investment companies (“underlying funds”), which include domestic and foreign mutual funds, as well as in exchange traded funds (“ETFs”), closed-end funds and unit investment trusts. In addition, t he Fund may invest in index funds and index-based investments, such as Standard & Poor’s Depositary Receipts (SPDRs), and may invest directly in, or in underlying funds investing in, futures contracts and options on futures contracts.
28

Under normal circumstances, the Fund will have a minimum of 30% and a maximum of 70%, of its assets invested in equity securities or underlying funds investing in equity securities. For the equity portion of the portfolio, the Fund may select growth- or value-oriented investments (including specific sectors), without limitation to market capitalization range or geographic region.  The Fund will also have a minimum of 30% and a maximum of 70% of its assets invested in fixed income securities. For the fixed income portion of the portfolio, the Fund may invest in securities of governments throughout the world (including the United States), their agencies and instrumentalities, cash equivalents, income-producing securities including domestic and foreign investment grade and non-investment grade bonds, structured instruments (debt securities issued by agencies of the U.S. Government (such as Ginnie Mae, Fannie Mae, and Freddie Mac), corporations and other business entities whose interest and/or principal payments are indexed to certain specific foreign currency exchange rates, interest rates, or one or more other reference indices or obligations), asset-backed securities, inflation-linked securities, commercial paper, certificates of deposit, banker’s acceptances and other bank obligations, money market funds, repurchase agreements, and derivatives, such as futures contracts, options and swaps.  The Fund may invest in fixed income securities of any maturity, and of any credit rating (including unrated securities).  In addition, for the fixed income portion of the portfolio, the Fund may invest without limit in higher risk, below-investment grade debt securities, commonly referred to as “high yield securities” or “junk bonds.” The Fund may also invest in fixed income underlying funds that invest in foreign and domestic fixed-income, ETFs, closed end funds and unit investment trusts.

When selecting investments for the Fund, the Adviser continually evaluates style, market capitalization, sector rotation, and international positions, by utilizing a series of quantitative models to perform fundamental and technical analysis, in order to identify opportunities that have the best attributes for outperformance.  Fundamental analysis, as performed by the Adviser, primarily involves using quantitative models to assess a company and its business environment, management, balance sheet, income statement, anticipated earnings and dividends, and other related measures of value.  Technical analysis, as performed by the Adviser, primarily involves using quantitative models to analyze the absolute and relative movement of a company’s stock in an effort to ascertain the probabilities for future price change, based on market factors.

The Fund addresses asset allocation decisions by adjusting the mix of stocks, bonds and cash in the Fund, within the parameters described above.  When the Adviser's quantitative models and evaluation indicate that the risks of the stock market may be greater than the potential rewards, the Fund will reduce its position in underlying equity securities and underlying equity funds in order to attempt to minimize the risk of loss of capital.  The Fund may also reduce its equity exposure by selling short stock index futures contracts.  The Fund’s goal is to minimize losses during high-risk market environments and to provide attractive returns during low-risk markets.

Other than as set forth in the SAI, the investment policies and limitations of the Fund are not fundamental and may be changed by the Board without shareholder approval.

Principal Risks

All investments carry a certain amount of risk and the Fund cannot guarantee that it will achieve its investment objective.  An investment in the Fund is not a deposit or obligation of any bank, is not endorsed or guaranteed by any bank, and is not insured by the Federal Deposit Insurance Corporation (FDIC) or any other government agency.  Loss of money is a risk of investing in a mutual fund.

Stock Market Risk.  Because the Fund holds equity investments, it will fluctuate in value due to changes in general economic conditions and/or changes in the conditions of individual issuers.
29

Market Capitalization Risk .   The Fund may hold mid- and small-capitalization investments, which presents additional risk.  Investments in these capitalization ranges may be more sensitive to events and conditions that affect the stock market or that affect individual issuers.

Investment Company Risk.   Because the Fund may invest in underlying funds, the value of your investment also will fluctuate in response to the performance of the underlying funds.  In addition, you will indirectly bear fees and expenses charged by the underlying investment companies in which the Fund invests in addition to the Fund’s direct fees and expenses.  You also may receive taxable capital gains distributions to a greater extent than would be the case if you invested directly in the underlying funds.

Liquidity Risk.  Reduced liquidity affecting an individual security or an entire market may have an adverse impact on market price and the Fund’s ability to sell particular securities when necessary to meet the Fund’s liquidity needs or in response to a specific economic event.

Exchange Traded Fund and Index Fund Risk.    The ETFs and index funds will not be able to replicate exactly the performance of the indices they track because the total return generated by the securities will be reduced by transaction costs incurred in adjusting the actual balance of the securities.  In addition, the ETFs and index funds will incur expenses not incurred by their applicable indices.  Certain securities comprising the indices tracked by the ETFs may, from time to time, temporarily be unavailable, which may further impede the ability of the ETFs and index funds to track their applicable indices.  The Fund also will incur brokerage costs when it purchases ETFs.  An ETF may trade at a discount to its net asset value.

Closed-end Fund Risk.   The value of the shares of a closed-end fund may be higher or lower than the value of the portfolio securities held by the closed-end fund.  Closed-end investment funds may trade infrequently and with small volume, which may make it difficult for the Fund to buy and sell shares. Also, the market price of closed-end investment companies tends to rise more in response to buying demand and fall more in response to selling pressure than is the case with larger capitalization companies.

Foreign Investment Risk .  Investments in foreign countries present additional components of risk; including economic, political, legal and regulatory differences compared to domestic investments.  Additionally, foreign currency fluctuations may affect the value of foreign investments.

Derivatives Risk.  The Fund may use derivatives in connection with its investment strategies.  Derivatives may be riskier than other types of investments because they may be more sensitive to changes in economic or market conditions than other types of investment and could result in losses that significantly exceed the Fund’s original investment.  Derivatives also are subject to the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index.  The use of derivatives for hedging or risk management purposes may not be successful, resulting in losses to the funds, and the cost of such strategies may reduce a fund’s returns.  The value of futures and options held by the Fund may fluctuate based on a variety of market and economic factors.  In some cases, the fluctuations may offset (or be offset by) changes in the value of securities held in the Fund’s portfolio.  All transactions in futures and options involve the possible risk of loss to the Fund of all or a significant part of its investment.  In some cases, the risk of loss may exceed the amount of the Fund’s investment.  When the Fund sells a futures contract or writes a call option without holding the underlying securities, currencies or futures contracts, its potential loss is unlimited.  The Fund will, however, be required to set aside with its custodian bank liquid assets in amounts sufficient at all times to satisfy the Fund’s obligations under futures and options contracts.  The successful use of futures and exchange-traded options depends on the availability of a liquid secondary market to enable the Fund to close its positions on a timely basis.  There can be no assurance that such a market will exist at any particular time.
 
Credit Risk.     The Fund may invest in investment grade and non-investment grade (junk) corporate debt obligations, exchange traded funds, index-based investments and unit investment trusts that invest in investment grade or non-investment grade corporate debt obligations. Investments in corporate bonds and other fixed income securities involve certain risks. An issuer of a fixed income security may not be able to make interest and principal payments when due. Such default could result in losses to the Fund.  In addition, the credit quality of securities held by the Fund may be lowered if an issuer’s financial condition changes.  Non-investment grade (junk) corporate debt obligations may be regarded as speculative. There is a greater risk that issuers of lower rated securities will default than issuers of higher rated securities.
30

Cybersecurity Risk . Cybersecurity breaches may allow an unauthorized party to gain access to Fund assets, customer data, or proprietary information, or cause the Fund and/or its service providers to suffer data corruption or lose operational functionality.

Fixed Income Risk.  The Fund invests in fixed income securities and underlying funds that invest in fixed income securities.  These securities will increase or decrease in value based on changes in interest rates.  If rates increase, the value of the Fund’s fixed income investments generally declines. On the other hand, if rates fall, the value of the fixed income investments generally increases. Your investment will decline in value if the value of the Fund’s investments decreases.  The market value of debt securities (including U.S. Government securities) with longer maturities are more volatile and are likely to respond to a greater degree to changes in interest rates than the market value of debt securities with shorter maturities.

Junk Bond Risk.  Although junk bonds generally pay higher rates of interest than investment grade bonds, junk bonds are high risk investments that may cause income and principal losses for the Fund.

Model and Data Risk:   Given the complexity of the investments and strategies of the Fund, the Adviser relies on quantitative models and information and data supplied by third parties (“Models and Data”). These Models and Data are used to construct sets of transactions and investments, to provide risk management insights, and to assist in hedging the Fund’s investment risks.

When Models and Data prove to be incorrect or incomplete, any decisions made in reliance thereon expose the Fund to potential risks. Similarly, any hedging based on faulty Models and Data may prove to be unsuccessful. Many of the models used by the Adviser for the Fund are predictive in nature. The use of predictive models has inherent risks. Because predictive models are usually constructed based on historical data supplied by third parties, the success of relying on such models may depend heavily on the accuracy and reliability of the supplied historical data. The Fund bears the risk that the quantitative models used by the Adviser will not be successful in selecting companies for investment or in determining the weighting of investment positions that will enable the Fund to achieve its investment objective.

Momentum Style Risk:   Investing in or having exposure to securities with positive momentum entails investing in securities that have had positive recent relative performance. These securities may be more volatile than a broad cross-section of securities. In addition, there may be periods during which the investment performance of the Fund while using a momentum strategy may suffer.

Value Style Risk:   Investing in or having exposure to “value” stocks presents the risk that the stocks may never reach what the Adviser believes are their full market values, either because the market fails to recognize what the Adviser considers to be the companies’ true business values or because the Adviser misjudged those values. In addition, there may be periods during which the investment performance of the Fund while using a value strategy may suffer.

Performance

The following bar chart and table illustrate how the Fund’s performance for its Retail Class shares has varied from year to year. The bar chart shows the variability of the Fund’s annual total returns over time, and shows that Fund performance can change from year to year. The table shows the Fund’s average annual total returns for certain time periods compared to the returns of a broad- based securities index. The bar chart and table provide some indication of the risks of investing in the Fund. Of course, the Fund’s past performance is not necessarily an indication of its future performance. Updated performance information is available at no cost by visiting www.meederfunds.com or by calling 1-800-325-3539.
31

Annual Total Returns as of 12/31/15
 
Year
Annual Total Return
2007
5.03%
2008
-24.16%
2009
14.65%
2010
9.76%
2011
-4.49%
2012
10.42%
2013
19.79%
2014
8.61%
2015
-4.47%
 
Best Quarter:  3rd Qtr. 2009 8.96%
Worst Quarter:   3rd Qtr. 2011  -11.55%

Average Annual Total Returns as of 12/31/15

After-tax returns are calculated using the highest historical individual federal marginal income tax rates and do not reflect the impact of state and local taxes.  Actual after-tax returns depend on a shareholder’s particular tax situation and may differ from those shown.  After-tax returns are not relevant for shareholders who hold Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts, or to shares held by non-taxable entities.
 
 
Inception Date
One Year
Five Years
Since Inception
Balanced Fund
01/31/06
     
Return Before Taxes – Retail Class
 
-4.47%
5.56%
3.38%
Balanced Fund
       
Return After Taxes on Distributions – Retail Class
 
-4.82%
4.13%
2.37%
Balanced Fund Return After
       
Taxes on Distributions and Sale of Fund Shares-
 
-2.61%
3.92%
2.32%
Retail Class
       
The S&P 500 Index (Reflects No Deduction for
 
1.38%
12.57%
7.09%
Fees, Expenses or Taxes)
       
Blended Index (Reflects No Deduction for Fees,
       
Expenses or Taxes)
 
0.99%
6.32%
4.93%
 
The Blended Index is comprised 42% of the S&P 500 Index, 28% of the average 90-day T-bills and 30% of the Barclays Capital Aggregate Bond Index and provides a better representation of the average composition of the Fund.

Portfolio Management

Investment Adviser
Meeder Asset Management, Inc.

Investment Team
Robert S. Meeder, Jr., Portfolio Manager since 1/2006
Dale W. Smith, Portfolio Manager since 1/2006
32

Robert G. Techentin, Portfolio Manager since 8/2006
Clinton Brewer, Portfolio Manager since 6/2008
Jason Headings, Portfolio Manager since 9/2011
Jonathan Tremmel, Assistant Portfolio Manager since 12/2014
Angelo Manzo, Portfolio Manager since 6/2015
 
For additional information about the purchase and sale of Fund shares, tax information and financial intermediary compensation, please turn to Important Information Regarding Fund Shares on page 50 of this Prospectus.
33

 
MUIRFIELD FUND
 
 
 
 
 
 
 
 
 
 
 
 
 
Investment Objective

The investment objective of the Fund is to provide long-term capital appreciation.

Fees and Expenses of the Fund:

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
 
 
Retail
Class
Adviser
Class
Institutional
Class
Management Fees
0.68%
0.68%
0.68%
Distribution/Service (12b-1) Fees
0.20%
None
None
Other Expenses
0.49%
0.54%
0.39%
Acquired Fund Fees and Expenses 1
0.08%
0.08%
0.08%
Total Annual Fund Operating Expenses
1.5%
1.30%
1.15%
 
1
Acquired Fund Fees and Expenses are incurred indirectly by the Fund as a result of investment in shares of one or more acquired funds (“underlying funds”).  These fund fees and expenses are not reflected in the Financial Highlights or audited financial statements.

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.  The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods.  The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same.  Although your actual costs may be higher or lower, based on these assumptions, your cost of investing in the Fund would be:
 
 
1 Year
3 Years
5 Years
10 Years
Retail
$148
$459
$792
$1,735
Adviser
$132
$412
$713
$1,568
Institutional
$117
$365
$633
$1,398
 
Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).  A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 277% of the average value of its portfolio.
 
Principal Investment Strategies

The Fund pursues its investment objective by investing primarily in common and preferred stocks. The Fund may also invest in equity investment companies (“underlying funds”), which include domestic and foreign mutual funds, as well as in exchange traded funds (“ETFs”), closed-end funds and unit investment trusts. In addition, the Fund may invest in index funds and index-based investments, such as Standard & Poor’s Depositary Receipts (SPDRs), and may invest directly in, or in underlying funds investing in, futures contracts and options on futures contracts.
34

When selecting investments for the Fund, the Adviser continually evaluates style, market capitalization, sector rotation, and international positions, by utilizing a series of quantitative models to perform fundamental and technical analysis, in order to identify opportunities that have the best attributes for outperformance. Fundamental analysis, as performed by the Adviser, primarily involves using quantitative models to assess a company and its business environment, management, balance sheet, income statement, anticipated earnings and dividends, and other related measures of value. Technical analysis, as performed by the Adviser, primarily involves using quantitative models to analyze the absolute and relative movement of a company’s stock in an effort to ascertain the probabilities for future price change, based on market factors.

In addition, the quantitative models assist the Adviser in selecting growth- or value-oriented investments (including specific sectors) for the Fund, and there are no investment limitations on market capitalization range or geographic region. The Adviser’s models also help guide the selection of the Fund’s investments in common stocks or underlying fund types, as the Adviser selects securities that the Adviser believes represent above average market potential relative to market risk. The Adviser may focus on stocks or underlying funds investing in stocks that are newer and/or smaller capitalization companies.

As a defensive tactic, the Fund will reduce or eliminate its position in common stocks and underlying equity funds in order to attempt to reduce the risk of loss when the Adviser’s quantitative models and evaluation indicate that the risks of the stock market may be greater than the potential rewards. As a result, by utilizing an unconstrained tactical strategy, the Fund may invest up to 100% of its assets in fixed income securities. The Fund may also reduce its equity exposure by selling short stock index futures contracts.

 Other than as set forth in the SAI, the investment policies and limitations of the Fund are not fundamental and may be changed by the Board without shareholder approval.

Principal Risks

All investments carry a certain amount of risk and the Fund cannot guarantee that it will achieve its investment objective. An investment in the Fund is not a deposit or obligation of any bank, is not endorsed or guaranteed by any bank, and is not insured by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. Loss of money is a risk of investing in a mutual fund.

Stock Market Risk. Because the Fund holds equity investments, it will fluctuate in value due to changes in general economic conditions and/or changes in the conditions of individual issuers.

Market Capitalization Risk . The Fund may hold mid- and small-capitalization investments, which presents additional risk. Investments in these capitalization ranges may be more sensitive to events and conditions that affect the stock market or that affect individual issuers.

Investment Company Risk. Because the Fund may invest in underlying funds, the value of your investment also will fluctuate in response to the performance of the underlying funds. In addition, you will indirectly bear fees and expenses charged by the underlying investment companies in which the Fund invests in addition to the Fund’s direct fees and expenses. You also may receive taxable capital gains distributions to a greater extent than would be the case if you invested directly in the underlying funds.

Liquidity Risk. Reduced liquidity affecting an individual security or an entire market may have an adverse impact on market price and the Fund’s ability to sell particular securities when necessary to meet the Fund’s liquidity needs or in response to a specific economic event.
35

Exchange Traded Fund and Index Fund Risk.  The ETFs and index funds will not be able to replicate exactly the performance of the indices they track because the total return generated by the securities will be reduced by transaction costs incurred in adjusting the actual balance of the securities. In addition, the ETFs and index funds will incur expenses not incurred by their applicable indices. Certain securities comprising the indices tracked by the ETFs may, from time to time, temporarily be unavailable, which may further impede the ability of the ETFs and index funds to track their applicable indices. The Fund also will incur brokerage costs when it purchases ETFs. An ETF may trade at a discount to its net asset value.

Closed-end Fund Risk.   The value of the shares of a closed-end fund may be higher or lower than the value of the portfolio securities held by the closed-end fund. Closed-end investment funds may trade infrequently and with small volume, which may make it difficult for the Fund to buy and sell shares. Also, the market price of closed-end investment companies tends to rise more in response to buying demand and fall more in response to selling pressure than is the case with larger capitalization companies.

Foreign Investment Risk . Investments in foreign countries present additional components of risk; including economic, political, legal and regulatory differences compared to domestic investments. Additionally, foreign currency fluctuations may affect the value of foreign investments.

Derivatives Risk. The Fund may use derivatives in connection with its investment strategies. Derivatives may be riskier than other types of investments because they may be more sensitive to changes in economic or market conditions than other types of investment and could result in losses that significantly exceed the Fund’s original investment. Derivatives also are subject to the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index. The use of derivatives for hedging or risk management purposes may not be successful, resulting in losses to the funds, and the cost of such strategies may reduce a fund’s returns. The value of futures and options held by the Fund may fluctuate based on a variety of market and economic factors. In some cases, the fluctuations may offset (or be offset by) changes in the value of securities held in the Fund’s portfolio. All transactions in futures and options involve the possible risk of loss to the Fund of all or a significant part of its investment. When the Fund sells a futures contract or writes a call option without holding the underlying securities, currencies or futures contracts, its potential loss is unlimited. The Fund will, however, be required to set aside with its custodian bank liquid assets in amounts sufficient at all times to satisfy the Fund’s obligations under futures and options contracts. The successful use of futures and exchange-traded options depends on the availability of a liquid secondary market to enable the Fund to close its positions on a timely basis. There can be no assurance that such a market will exist at any particular time.
 
Credit Risk.  Investments in bonds and other fixed income securities involve certain risks. An issuer of a fixed income security may not be able to make interest and principal payments when due. Such default could result in losses to the Fund. In addition, the credit quality of securities held by the Fund may be lowered if an issuer’s financial condition changes.

Cybersecurity Risk . Cybersecurity breaches may allow an unauthorized party to gain access to Fund assets, customer data, or proprietary information, or cause the Fund and/or its service providers to suffer data corruption or lose operational functionality.

Fixed Income Risk. The Fund invests in fixed income securities. These securities will increase or decrease in value based on changes in interest rates. If rates increase, the value of the Fund’s fixed income investments generally declines. On the other hand, if rates fall, the value of the fixed income investments generally increases. Your investment will decline in value if the value of the Fund’s investments decreases. The market value of debt securities (including U.S. Government securities) with longer maturities are likely to respond to a greater degree to changes in interest rates than the market value of debt securities with shorter maturities.

36

Model and Data Risk:  Given the complexity of the investments and strategies of the Fund, the Adviser relies on quantitative models and information and data supplied by third parties (“Models and Data”). These Models and Data are used to construct sets of transactions and investments, to provide risk management insights, and to assist in hedging the Fund’s investment risks.

When Models and Data prove to be incorrect or incomplete, any decisions made in reliance thereon expose the Fund to potential risks. Similarly, any hedging based on faulty Models and Data may prove to be unsuccessful. Many of the models used by the Adviser for the Fund are predictive in nature. The use of predictive models has inherent risks. Because predictive models are usually constructed based on historical data supplied by third parties, the success of relying on such models may depend heavily on the accuracy and reliability of the supplied historical data. The Fund bears the risk that the quantitative models used by the Adviser will not be successful in selecting companies for investment or in determining the weighting of investment positions that will enable the Fund to achieve its investment objective.

Momentum Style Risk:  Investing in or having exposure to securities with positive momentum entails investing in securities that have had positive recent relative performance. These securities may be more volatile than a broad cross-section of securities. In addition, there may be periods during which the investment performance of the Fund while using a momentum strategy may suffer.

Value Style Risk:  Investing in or having exposure to “value” stocks presents the risk that the stocks may never reach what the Adviser believes are their full market values, either because the market fails to recognize what the Adviser considers to be the companies’ true business values or because the Adviser misjudged those values. In addition, there may be periods during which the investment performance of the Fund while using a value strategy may suffer.

Performance

The following bar chart and table illustrate how the Fund’s performance for its Retail Class shares has varied from year to year. The bar chart shows the variability of the Fund’s annual total returns over time, and shows that Fund performance can change from year to year. The table shows the Fund’s average annual total returns for certain time periods compared to the returns of a broad-based securities index. The bar chart and table provide some indication of the risks of investing in the Fund. Of course, the Fund’s past performance is not necessarily an indication of its future performance. Updated performance information is available at no cost by visiting www.meederfunds.com or by calling 1-800-325-3539.

Annual Total Returns as of 12/31/15
Year
Annual Total Return
2006
13.62%
2007
7.02%
2008
-30.07%
2009
18.95%
2010
12.65%
2011
-7.55%
2012
12.38%
2013
30.46%
2014
12.12%
2015
-5.50%

Best Quarter: 3rd Qtr. 2009 11.86%                          Worst Quarter: 3rd Qtr. 2011 -16.17%
37

Average Annual Total Returns as of 12/31/15

After-tax returns are calculated using the highest historical individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s particular tax situation and may differ from those shown. After-tax returns are not relevant for shareholders who hold Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts, or to shares held by non-taxable entities.
 
 
Inception Date
One Year
Five Years
Ten Years
Muirfield Fund Return Before Taxes - Retail Class
08/10/88
-5.50%
7.51%
5.05%
Muirfield Fund Return After Taxes on Distributions – Retail Class
 
-5.63%
6.23%
4.22%
Muirfield Fund Return After Taxes on Distributions and Sale of Fund Shares – Retail Class
 
-2.70%
5.71%
3.84%
The S&P 500 Index (Reflects No Deduction for Fees, Expenses or Taxes)
 
1.38%
12.57%
7.31%
Blended Index (Reflects No Deduction for Fees, Expenses or Taxes)
 
1.05%
7.57%
5.08%
 
The Blended Index is comprised 60% of the S&P 500 Index and 40% of 90-day T-bills.

Portfolio Management

Investment Adviser
Meeder Asset Management, Inc.

Investment Team
Robert S. Meeder, Jr., Portfolio Manager since 8/1988
Dale W. Smith, Portfolio Manager since 8/2005
Clinton Brewer, Portfolio Manager since 6/2008
Jonathan Tremmel, Assistant Portfolio Manager since 12/2014
Angelo Manzo, Portfolio Manager since 6/2015

For additional information about the purchase and sale of Fund shares, tax information and financial intermediary compensation, please turn to Important Information Regarding Fund Shares on page 50 of this Prospectus.
38

SPECTRUM FUND

Investment Objective

The investment objective of the Fund is to provide long-term capital appreciation.

Fees and Expenses of the Fund:

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
 
 
Retail
Class
Adviser
Class
Institutional
Class
Management Fees
0.75%
0.75%
0.75%
Distribution/Service (12b-1) Fees
0.25%
None
None
Other Expenses
0.66%
0.71%
0.56%
Expenses on Short Sales
0.53%
0.53%
0.53%
Acquired Fund Fees and Expenses 1
0.06%
0.06%
0.06%
Total Annual Fund Operating Expenses
2.25%
2.05%
1.90%
 
1
Acquired fund fees and expenses will not be reflected in the Financial Highlights or audited financial statements.

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions, your cost of investing in the Fund would be:
 
 
1 Year
3 Years
5 Years
10 Years
Retail
$228
$703
$1,205
$2,585
Adviser
$208
$643
$1,103
$2,379
Institutional
$193
$597
$1,026
$2,222
 
Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 161% of the average value of its portfolio.

Principal Investment Strategies

The Fund seeks to achieve its investment objective primarily by taking long and short positions in the global securities markets. The Fund primarily invests long in common and preferred stocks and in investment companies (“underlying funds”), which include domestic and foreign mutual funds, as well as in exchange traded funds (“ETFs”), closed-end funds and unit investment trusts. Short positions involve selling a security the Fund does not own in anticipation that the security’s price will decline. The Fund’s typical long equity investment exposure will range from 0% to 150%, while the Fund’s typical short equity investment exposure will range from 0% to 50%. The Fund may use leverage (e.g., by borrowing or through derivatives). As a result, the sum of the Fund’s investment exposures may at times exceed the amount of assets invested in the Fund, although these exposures may vary over time.
39

The Fund may select growth- or value-oriented investments (including specific sectors), without limitation to market capitalization range or geographic region. The Fund may also establish long or short positions in index funds and index-based investments, such as Standard & Poor’s Depositary Receipts (SPDRs), and may invest directly in, or in underlying funds investing in, futures contracts and options on futures contracts. In addition, the Fund may focus on stocks or underlying funds investing in stocks that are newer and/or smaller capitalization companies.
 
When selecting investments for the Fund, the Adviser continually evaluates style, market capitalization, sector rotation, and international positions, by utilizing a series of quantitative models to perform fundamental and technical analysis, in order to identify opportunities that have the best attributes for outperformance. Fundamental analysis, as performed by the Adviser, primarily involves using quantitative models to assess a company and its business environment, management, balance sheet, income statement, anticipated earnings and dividends, and other related measures of value. Technical analysis, as performed by the Adviser, primarily involves using quantitative models to analyze the absolute and relative movement of a company’s stock in an effort to ascertain the probabilities for future price change, based on market factors.

The Adviser’s quantitative models assist the Adviser in selecting growth- or value-oriented investments (including specific sectors) for the Fund, and there are no investment limitations on market capitalization range or geographic region. The Adviser’s models also help guide the selection of the Fund’s investments in common stocks or underlying fund types, as the Adviser selects securities that the Adviser believes represent above average market potential relative to market risk.

As a defensive tactic, the Fund will reduce or eliminate its net position in common stocks and underlying equity funds in an attempt to preserve capital when the Adviser’s evaluation indicates that the risks of the stock market may be greater than the potential rewards. As a result, the Fund may invest up to 100% of its assets in fixed income securities. The Fund may also reduce its equity exposure by selling short stock index futures contracts.

Other than as set forth in the SAI, the investment policies and limitations of the Fund are not fundamental and may be changed by the Board without shareholder approval.

Principal Risks

All investments carry a certain amount of risk and the Fund cannot guarantee that it will achieve its investment objective. An investment in the Fund is not a deposit or obligation of any bank, is not endorsed or guaranteed by any bank, and is not insured by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. Loss of money is a risk of investing in a mutual fund.

Stock Market Risk. Because the Fund holds equity investments, it will fluctuate in value due to changes in general economic conditions and/or changes in the conditions of individual issuers.

Market Capitalization Risk . The Fund may hold mid- and small-capitalization investments, which presents additional risk. Investments in these capitalization ranges may be more sensitive to events and conditions that affect the stock market or that affect individual issuers.

Investment Company Risk. Because the Fund may invest in underlying funds, the value of your investment also will fluctuate in response to the performance of the underlying funds. In addition, you will indirectly bear fees and expenses charged by the underlying investment companies in which the Fund invests in addition to the Fund’s direct fees and expenses. You also may receive taxable capital gains distributions to a greater extent than would be the case if you invested directly in the underlying funds.

40

Leverage Risk. The use of leverage by the Fund, such as borrowing money to purchase securities or the use of derivatives, will cause the Fund to incur additional expenses and magnify the Fund’s gains or losses.
 
Liquidity Risk. Reduced liquidity affecting an individual security or an entire market may have an adverse impact on market price and the Fund’s ability to sell particular securities when necessary to meet the Fund’s liquidity needs or in response to a specific economic event.

Model and Data Risk: Given the complexity of the investments and strategies of the Fund, the Adviser relies on quantitative models and information and data supplied by third parties (“Models and Data”). These Models and Data are used to construct sets of transactions and investments, to provide risk management insights, and to assist in hedging the Fund’s investment risks.

When Models and Data prove to be incorrect or incomplete, any decisions made in reliance thereon expose the Fund to potential risks. Similarly, any hedging based on faulty Models and Data may prove to be unsuccessful. Many of the models used by the Adviser for the Fund are predictive in nature. The use of predictive models has inherent risks. Because predictive models are usually constructed based on historical data supplied by third parties, the success of relying on such models may depend heavily on the accuracy and reliability of the supplied historical data. The Fund bears the risk that the quantitative models used by the Adviser will not be successful in selecting companies for investment or in determining the weighting of investment positions that will enable the Fund to achieve its investment objective.

Short Sale Risk The fund will incur a loss as a result of a short sale if the price of the security sold short increases in value between the date of the short sale and the date on which the fund purchases the security to replace the borrowed security. In addition, a lender may request, or market conditions may dictate, that securities sold short be returned to the lender on short notice, and the fund may have to buy the securities sold short at an unfavorable price. If this occurs, any anticipated gain to the fund may be reduced or eliminated or the short sale may result in a loss. The fund’s losses are potentially unlimited in a short sale transaction. Short sales are speculative transactions and involve special risks, including greater reliance on the Adviser’s ability to accurately anticipate the future value of a security.

Turnover Risk. The Fund may actively trade portfolio securities to achieve its principal investment strategies, and can be driven by changes in our various quantitative investment models discussed above. A high rate of portfolio turnover involves correspondingly high transaction costs, which may adversely affect the Fund’s performance over time and may generate more taxable short-term gains for shareholders.

Exchange Traded Fund and Index Fund Risk.  The ETFs and index funds will not be able to replicate exactly the performance of the indices they track because the total return generated by the securities will be reduced by transaction costs incurred in adjusting the actual balance of the securities. In addition, the ETFs and index funds will incur expenses not incurred by their applicable indices. Certain securities comprising the indices tracked by the ETFs may, from time to time, temporarily be unavailable, which may further impede the ability of the ETFs and index funds to track their applicable indices. The Fund also will incur brokerage costs when it purchases ETFs. An ETF may trade at a discount to its net asset value.

Closed-end Fund Risk.   The value of the shares of a closed-end fund may be higher or lower than the value of the portfolio securities held by the closed-end fund. Closed-end investment funds may trade infrequently and with small volume, which may make it difficult for the Fund to buy and sell shares. Also, the market price of closed-end investment companies tends to rise more in response to buying demand and fall more in response to selling pressure than is the case with larger capitalization companies.

41

Foreign Investment Risk . Investments in foreign countries present additional components of risk; including economic, political, legal and regulatory differences compared to domestic investments. Additionally, foreign currency fluctuations may affect the value of foreign investments.

Derivatives Risk. The Fund may use derivatives in connection with its investment strategies. Derivatives may be riskier than other types of investments because they may be more sensitive to changes in economic or market conditions than other types of investment and could result in losses that significantly exceed the Fund’s original investment. Derivatives also are subject to the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index. The use of derivatives for hedging or risk management purposes may not be successful, resulting in losses to the funds, and the cost of such strategies may reduce a fund’s returns. The value of futures and options held by the Fund may fluctuate based on a variety of market and economic factors. In some cases, the fluctuations may offset (or be offset by) changes in the value of securities held in the Fund’s portfolio. All transactions in futures and options involve the possible risk of loss to the Fund of all or a significant part of its investment. In some cases, the risk of loss may exceed the amount of the Fund’s investment. When the Fund sells a futures contract or writes a call option without holding the underlying securities, currencies or futures contracts, its potential loss is unlimited. The Fund will, however, be required to set aside with its custodian bank liquid assets in amounts sufficient at all times to satisfy the Fund’s obligations under futures and options contracts. The successful use of futures and exchange-traded options depends on the availability of a liquid secondary market to enable the Fund to close its positions on a timely basis. There can be no assurance that such a market will exist at any particular time.
 
Credit Risk.  The Fund invests in fixed income securities of any credit quality. Investments in bonds and other fixed income securities involve certain risks. An issuer of a fixed income security may not be able to make interest and principal payments when due. Such default could result in losses to the Fund. In addition, the credit quality of securities held by the Fund may be lowered if an issuer’s financial condition changes.

Cybersecurity Risk . Cybersecurity breaches may allow an unauthorized party to gain access to Fund assets, customer data, or proprietary information, or cause the Fund and/or its service providers to suffer data corruption or lose operational functionality.

Fixed Income Risk. The Fund invests in fixed income securities of any maturity. These securities will increase or decrease in value based on changes in interest rates. If rates increase, the value of the Fund’s fixed income investments generally declines. On the other hand, if rates fall, the value of the fixed income investments generally increases. Your investment will decline in value if the value of the Fund’s investments decreases. The market value of debt securities (including U.S. Government securities) with longer maturities are likely to respond to a greater degree to changes in interest rates than the market value of debt securities with shorter maturities.

Momentum Style Risk: Investing in or having exposure to securities with positive momentum entails investing in securities that have had positive recent relative performance. These securities may be more volatile than a broad cross-section of securities. In addition, there may be periods during which the investment performance of the Fund while using a momentum strategy may suffer.

Value Style Risk: Investing in or having exposure to “value” stocks presents the risk that the stocks may never reach what the Adviser believes are their full market values, either because the market fails to recognize what the Adviser considers to be the companies’ true business values or because the Adviser misjudged those values. In addition, there may be periods during which the investment performance of the Fund while using a value strategy may suffer.
42

Performance

The following bar chart and table illustrate how the Fund’s performance for its Retail Class shares has varied from year to year. The bar chart shows the variability of the Fund’s annual total returns over time, and shows that Fund performance can change from year to year. The table shows the Fund’s average annual total returns for certain time periods compared to the returns of a broad-based securities index. The bar chart and table provide some indication of the risks of investing in the Fund. Of course, the Fund’s past performance is not necessarily an indication of its future performance. Updated performance information is available at no cost by visiting www.meederfunds.com or by calling 1-800-325-3539.

Annual Total Returns as of 12/31/15
 
Year
Annual Total Return
2015
-1.21%


 
Best Quarter:        1st Qtr. 2015    3.10%                                         Worst Quarter: 3rd Qtr. 2015     -4.46%

Average Annual Total Returns as of 12/31/15

After-tax returns are calculated using the highest historical individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s particular tax situation and may differ from those shown. After-tax returns are not relevant for shareholders who hold Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts, or to shares held by non-taxable entities.
 
 
Inception Date
Since Inception
Spectrum Fund Return Before Taxes – Retail Class
01/01/2015
-1.21%
Spectrum Fund Return After Taxes on Distributions - Retail Class
 
-1.74%
Spectrum Fund Return After Taxes on Distributions and Sale of Fund Shares – Retail Class
 
-1.20%
The S&P 500 Index (Reflects No Deduction for Fees, Expenses or Taxes)
  1.41%
Blended Index (Reflects No Deduction for Fees, Expenses or Taxes)
 
1.06%


 
The Blended Index is comprised 60% of the S&P 500 Index and 40% of 90-day T-bills.

Portfolio Management

Investment Adviser
Meeder Asset Management, Inc.

Investment Team
Robert S. Meeder, Jr., Portfolio Manager since 12/2014
Dale W. Smith, Portfolio Manager since 12/2014
Clinton Brewer, Portfolio Manager since 12/2014                                                                                                                               
Jonathan Tremmel, Assistant Portfolio Manager since 12/2014
43

Angelo Manzo, Portfolio Manager since 6/2015
 
For additional information about the purchase and sale of Fund shares, tax information and financial intermediary compensation, please turn to Important Information Regarding Fund Shares on page 50 of this Prospectus.
44

TOTAL RETURN BOND FUND

Investment Objective - The investment objective is total return, consisting of income and capital growth, consistent with minimizing the risk of loss of capital.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
 
 
Retail
Class
Adviser
Class
Institutional
Class
Management Fees
0.31%
0.31%
0.31%
Distribution/Service (12b-1) Fees
0.25%
None
None
Other Expenses
0.47%
0.52%
0.37%
Acquired Fund Fees and Expenses 1
0.73%
0.73%
0.73%
Total Annual Fund Operating Expenses
1.76%
1.56%
1.41%
 
1
Acquired Fund Fees and Expenses are incurred indirectly by the Fund as a result of investment in shares of one or more acquired funds (“underlying funds”). These fees and expenses are not reflected in the Financial Highlights or audited financial statements.
 
Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions, your cost of investing in the Fund would be:
 
 
1 Year
3 Years
5 Years
10 Years
Retail
$179
$554
$954
$2,073
Adviser
$159
$493
$850
$1,856
Institutional
$144
$446
$771
$1,691
 
Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the current year, the Fund’s portfolio turnover rate was 295% of the average value of its portfolio.

Principal Investment Strategies

The Fund, under normal market conditions, invests at least 80% of its assets in bonds which include fixed income securities and/or investments that provide exposure to fixed income securities. Investments in fixed income securities may include, but are not limited to, securities of governments throughout the world (including the United States), their agencies and instrumentalities, cash equivalents, income-producing securities including U.S. and foreign investment grade and non-investment grade corporate bonds, convertible corporate bonds, structured instruments (debt securities issued by agencies of the U.S. Government (such as Ginnie Mae, Fannie Mae, and Freddie Mac), corporations and other business entities whose interest and/or principal payments are indexed to certain specific foreign currency exchange rates, interest rates, or one or more other reference indices or obligations), asset-backed securities, inflation-linked securities, commercial paper, certificates of deposit, banker’s acceptances and other bank obligations, money market funds, repurchase agreements, and derivatives, such as futures contracts, options and swaps. The Fund may invest in securities of any maturity as well as in common and preferred stocks, Real Estate Investment Trusts (“REITs”), or Master Limited Partnerships (“MLPs”). The Fund may invest in securities of any credit rating (including unrated securities) and may invest without limit in higher risk, below-investment grade debt securities, commonly referred to as “high yield securities” or “junk bonds.” The Fund may also invest in fixed income investment companies (“underlying funds”), which include foreign and domestic fixed income mutual funds, exchange traded funds (“ETFs”), closed end funds and unit investment trusts.

45

The Fund’s Adviser uses a combination of quantitative models that seek to measure the relative risks and opportunities of each market segment based upon economic, market, political, currency and technical data, and the Adviser’s own assessment of economic and market conditions, to create an optimal risk/return allocation of the Fund’s assets among various segments of the fixed-income market. After sector allocations are made, the Fund’s Adviser uses traditional credit analysis to identify investments for the Fund’s portfolio. In addition, the Adviser utilizes quantitative models to assist in managing the duration of the Fund’s investment portfolio. As a defensive measure, the Adviser is permitted to shift the Fund’s investments between fixed income investments across the credit quality spectrum, ranging from U.S. Government Securities to high yield securities.

Other than as set forth in the SAI, the investment policies and limitations of the Fund are not fundamental and may be changed by the Board without shareholder approval.

Principal Risks

All investments carry a certain amount of risk and the Fund cannot guarantee that it will achieve its investment objective. An investment in the Fund is not a deposit or obligation of any bank, is not endorsed or guaranteed by any bank, and is not insured by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. Loss of money is a risk of investing in a mutual fund.

Credit Risk.   The Fund may invest in investment grade and non-investment grade (junk) corporate debt obligations, exchange traded funds, index-based investments and unit investment trusts that invest in investment grade or non-investment grade corporate debt obligations. Investments in corporate bonds and other fixed income securities involve certain risks. An issuer of a fixed income security may not be able to make interest and principal payments when due. Such default could result in losses to the Fund. In addition, the credit quality of securities held by the Fund may be lowered if an issuer’s financial condition changes. Non-investment grade (junk) corporate debt obligations may be regarded as speculative. There is a greater risk that issuers of lower rated securities will default than issuers of higher rated securities.

Cybersecurity Risk . Cybersecurity breaches may allow an unauthorized party to gain access to Fund assets, customer data, or proprietary information, or cause the Fund and/or its service providers to suffer data corruption or lose operational functionality.

Derivatives Risk. The Fund may use derivatives in connection with its investment strategies. Derivatives may be riskier than other types of investments because they may be more sensitive to changes in economic or market conditions than other types of investment and could result in losses that significantly exceed the Fund’s original investment. Derivatives also are subject to the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index. The use of derivatives for hedging or risk management purposes may not be successful, resulting in losses to the funds, and the cost of such strategies may reduce a funds returns. The value of futures and options held by the Fund may fluctuate based on a variety of market and economic factors. In some cases, the fluctuations may offset (or be offset by) changes in the value of securities held in the Fund’s portfolio. All transactions in futures and options involve the possible risk of loss to the Fund of all or a significant part of its investment. In some cases, the risk of loss may exceed the amount of the Fund’s investment. When the Fund sells a futures contract or writes a call option without holding the underlying securities, currencies or futures contracts, its potential loss is unlimited. The Fund will, however, be required to set aside with its custodian bank liquid assets in amounts sufficient at all times to satisfy the Fund’s obligations under futures and options contracts. The successful use of futures and exchange-traded options depends on the availability of a liquid secondary market to enable the Fund to close its positions on a timely basis. There can be no assurance that such a market will exist at any particular time.
46

Exchange Traded Fund and Index Fund Risk.   The ETFs and index funds will not be able to replicate exactly the performance of the indices they track because the total return generated by the securities will be reduced by transaction costs incurred in adjusting the actual balance of the securities. In addition, the ETFs and index funds will incur expenses not incurred by their applicable indices. Certain securities comprising the indices tracked by the ETFs may, from time to time, temporarily be unavailable, which may further impede the ability of the ETFs and index funds to track their applicable indices. The Fund also will incur brokerage costs when it purchases ETFs. An ETF may trade at a discount to its net asset value.

Fixed Income Risk. The Fund invests in fixed income securities. These securities will increase or decrease in value based on changes in interest rates. If rates increase, the value of the Fund’s fixed income investments generally declines. On the other hand, if rates fall, the value of the fixed income investments generally increases. Your investment will decline in value if the value of the Fund’s investments decreases. The market value of debt securities (including U.S. Government securities) with longer maturities are likely to respond to a greater degree to changes in interest rates than the market value of debt securities with shorter maturities.

Foreign Investment Risk . Investments in foreign countries present additional components of risk; including economic, political, legal and regulatory differences compared to domestic investments. Additionally, foreign currency fluctuations may affect the value of foreign investments.

Government Securities Risk. The Fund may invest in securities issued or guaranteed by the U.S. government or its agencies and instrumentalities. These securities may be backed by the credit of the government as a whole or only by the issuing agency. No assurance can be given that the U.S. government would provide financial support to its agencies and instrumentalities if not required to do so by law. Neither the U.S. government nor its agencies guarantee the market value of their securities, and interest rate changes, prepayments and other factors may affect the value of government securities.

High Yield Risk. The Funds may purchase fixed income securities rated below the investment grade category (non-investment grade bond, speculative grade or junk bond). Securities in this rating category are speculative. Changes in economic conditions or other circumstances may have a greater effect on the ability of issuers of these securities to make principal and interest payments than they do on issuers of higher grade securities.

Investment Company Risk. Because the Fund may invest in underlying funds, the value of your investment also will fluctuate in response to the performance of the underlying funds. In addition, you will indirectly bear fees and expenses charged by the underlying investment companies in which the Fund invests in addition to the Fund’s direct fees and expenses. You also may receive taxable capital gains distributions to a greater extent than would be the case if you invested directly in the underlying funds.

Liquidity Risk. Reduced liquidity affecting an individual security or an entire market may have an adverse impact on market price and the Fund’s ability to sell particular securities when necessary to meet the Fund’s liquidity needs or in response to a specific economic event.

Model and Data Risk: Given the complexity of the investments and strategies of the Fund, the Adviser relies on quantitative models and information and data supplied by third parties (“Models and Data”). These Models and Data are used to construct sets of transactions and investments, to provide risk management insights, and to assist in hedging the Fund’s investment risks.

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When Models and Data prove to be incorrect or incomplete, any decisions made in reliance thereon expose the Fund to potential risks. Similarly, any hedging based on faulty Models and Data may prove to be unsuccessful. Many of the models used by the Adviser for the Fund are predictive in nature. The use of predictive models has inherent risks. Because predictive models are usually constructed based on historical data supplied by third parties, the success of relying on such models may depend heavily on the accuracy and reliability of the supplied historical data. The Fund bears the risk that the quantitative models used by the Adviser will not be successful in selecting companies for investment or in determining the weighting of investment positions that will enable the Fund to achieve its investment objective.
 
Performance

The following bar chart and table illustrate how the Fund’s performance for its Retail Class shares has varied from year to year. The bar chart shows the variability of the Fund’s annual total returns over time, and shows that Fund performance can change from year to year. The table shows the Fund’s average annual total returns for certain time periods compared to the returns of a broad-based securities index. The bar chart and table provide some indication of the risks of investing in the Fund. Of course, the Fund’s past performance is not necessarily an indication of its future performance. Updated performance information is available at no cost by visiting www.meederfunds.com or by calling 1-800-325-3539.

Annual Total Returns as of 12/31/15 – Retail Class
 
Year
Annual Total Return
2012
8.93%
2013
0.01%
2014
1.78%
2015
-2.51%
 
Best Quarter: 3rd Qtr. 2012      3.84%
Worst Quarter: 2nd Qtr. 2013      -3.09%
 
Average Annual Total Returns as of 12/31/15

After-tax returns are calculated using the highest historical individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s particular tax situation and may differ from those shown. After-tax returns are not relevant for shareholders who hold Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts, or to shares held by non-taxable entities.
 
 
Inception Date
One Year
Since Inception
Total Return Bond Fund
06/30/2011
   
Return Before Taxes – Retail Class
 
-2.51%
1.61%
Total Return Bond Fund
     
Return After Taxes on Distributions -Retail Class
 
-2.51%
1.61%
Total Return Bond Fund Return After
     
Taxes on Distributions and Sale of Fund Shares -
 
-0.46%
2.03%
Retail Class
     
Barclays Capital Aggregate Bond Index (Reflects
     
No Deduction for Fees, Expenses or Taxes)
 
0.55%
2.99%
48

The Barclays Capital Aggregate Bond Index is a benchmark index composed of U.S. securities in Treasury, government-related, corporate, and securitized sectors . It includes securities that are of investment grade quality or better, have at least one year to maturity, and have an outstanding par value of at least $250 million.

Portfolio Management

Investment Adviser
Meeder Asset Management, Inc.

Investment Team
Robert S. Meeder, Jr., Portfolio Manager since 8/19886/2011
Dale W. Smith, Portfolio Manager since 8/2005
Robert G. Techentin, Portfolio Manager since 8/2006
Jason Headings, Assistant Portfolio Manager since 9/2011

For additional information about the purchase and sale of Fund shares, tax information and financial intermediary compensation, please turn to Important Information Regarding Fund Shares on page 50 of this Prospectus.
49

 MONEY MARKET FUND

Investment Objective

The investment objective of the Fund is to provide current income while maintaining a stable share price of $1.00.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)

 
Retail
Class
Institutional
Class
Management Fees
0.32%
0.32%
Distribution/Service (12b-1) Fees
0.01%
0.00%
Other Expenses
0.25%
0.26%
Total Annual Fund Operating Expenses
0.58%
0.58%

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions, your cost of investing in the Fund would be:
 
 
1 Year
3 Years
5 Years
10 Years
Retail Class
$59
$186
$324
$726
Institutional Class
$59
$186
$324
$726
 
Principal Investment Strategies

The Fund invests primarily in high-quality, short-term money market instruments, such as securities backed by the full faith and credit of the U.S. Government, securities issued by U.S. Government agencies, obligations issued by corporations and financial institutions, and money market mutual funds that invest in such securities.

The Fund is a money market fund managed to meet the quality, maturity and diversification requirements of Rule 2a-7 under the Investment Company Act of 1940. Consistent with these requirements, the Fund:

· Seeks to maintain a net asset value of $1.00 per share.
 
· Only buys securities that present minimal credit risks and that are “Eligible Securities” under applicable regulation.
 
· Only buys securities with remaining maturities of 397 calendar days or less as determined under Rule 2a-7.
 
· Maintains a dollar-weighted average portfolio maturity of 60 days or less.
 
· Will not invest more than 5% of its total assets in the securities of a single issuer, other than in U.S. Government securities or as permitted under Rule 2a-7.
50

· Will not hold more than 5% of its total assets in illiquid securities.
 
· Maintains a maximum weighted average life maturity of 120 days or less.
 
· Maintains at least 10 percent of assets in “daily liquid assets”.
 
· Maintains at least 30 percent of assets in “weekly liquid assets”.
 
The Fund will limit its purchases to U.S. Government securities and securities of its agencies and instrumentalities, bank obligations and instruments secured thereby, high quality commercial paper, high-grade corporate obligations, funding agreements, repurchase agreements and money market mutual funds that invest in such securities. The Fund generally will attempt to purchase securities with longer maturities when it believes interest rates are falling and will attempt to purchase securities with shorter maturities when it believes interest rates are rising.

Other than as set forth in the Statement of Additional Information (“SAI”), the investment policies and limitations of the Fund are not fundamental and may be changed by the Board without shareholder approval.

Principal Risks

All investments carry a certain amount of risk and the Fund cannot guarantee that it will achieve its investment objective. You could lose money by investing in the Fund. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal obligation to provide financial support to the Funds, and you should not expect that the sponsor will provide financial support to the Fund at any time.

Fixed Income Risk. The Fund invests in fixed income securities. These securities will increase or decrease in value based on changes in interest rates. If rates increase, the value of the Fund’s fixed income investments generally declines. On the other hand, if rates fall, the value of the fixed income investments generally increases. Your investment will decline in value if the value of the Fund’s investments decreases. The market value of debt securities (including U.S. Government securities) with longer maturities are likely to respond to a greater degree to changes in interest rates than the market value of debt securities with shorter maturities.

Cybersecurity Risk . Cybersecurity breaches may allow an unauthorized party to gain access to Fund assets, customer data, or proprietary information, or cause the Fund and/or its service providers to suffer data corruption or lose operational functionality.

Credit Risk.   Investments in fixed income securities involve certain risks. An issuer of a fixed income security may not be able to make interest and principal payments when due. Such default could result in losses to the Fund.

Government Securities Risk. The Fund invests in securities issued or guaranteed by the U.S. government or its agencies and instrumentalities. These securities may be backed by the credit of the government as a whole or only by the issuing agency. No assurance can be given that the U.S. government would provide financial support to its agencies and instrumentalities if not required to do so by law. Neither the U.S. government nor its agencies guarantee the market value of their securities, and interest rate changes, prepayments and other factors may affect the value of government securities.

Investment Company Risk. To the extent the Fund invests in money market mutual funds (“the underlying funds”), you will indirectly bear fees and expenses charged by the underlying investment companies in which the Fund invests in addition to the Fund’s direct fees and expenses .

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Performance

The following bar chart and table illustrate how the Fund’s performance for its Retail Class shares has varied from year to year. The bar chart shows variability of the Fund’s annual total returns over time. The table shows the Fund’s average annual total returns for annual time periods ended December 31. The bar chart and table provide some indication of the risks of investing in the Fund. Of course, the Fund’s past performance is not necessarily an indication of its future performance. Updated performance information is available at no cost by visiting www.meederfunds.com or by calling 1-800-325-3539.

Annual Total Returns as of 12/31/15
 
Money Market Fund
 
Year
Annual Total Return
2006
4.71%
2007
4.95%
2008
2.65%
2009
0.64%
2010
0.20%
2011
0.11%
2012
0.10%
2013
0.08%
2014
0.06%
2015
0.07%

Best Quarter: 3rd Qtr. 2006 1.26%
Worst Quarter: 1st Qtr. 2015 0.01%
 
Average Annual Total Returns as of 12/31/15

 
Inception Date
One Year
Five Years
Ten Years
Since Inception
Money Market Fund - Retail Class
3/27/85
0.07%
0.08%
1.34%
3.82%
The Lipper Average General Purpose
         
Money Market Fund
 
0.01%
0.01%
1.19%
3.57%
Money Market Fund – Institutional Class
12/28/04
0.11%
0.14%
1.43%
1.57%
The Lipper Average General Purpose
         
Money Market Fund
 
0.01%
0.01%
1.19%
1.56%

The Fund’s average annual total returns are compared to the Lipper Average General Purpose Money Market Fund which are groupings of retail and institutional money market funds that take into account the deduction of expenses associated with a money market fund, such as investment management and accounting fees.

Yield as of 12/31/15

 
Seven-Day
Simple Yield
Seven-Day
Compound Yield
Money Market Fund – Retail Class
0.24%
0.24%
Money Market Fund – Institutional Class
0.26%
0.26%
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Updated performance information is available at no cost by visiting www.meederfunds.com or by calling 1-800-325-3539.

Buying and Selling Fund Shares –Money Market Fund
 
Minimum Initial Investment –
 
To Place Orders, Write to:
Retail:
$2,500
 
Meeder Funds
 
$500
IRA Accounts
P.O. Box 7177
     
Dublin, OH 43017
I nstitutional :
$1,000,000
1-800-325-3539
       
Minimum Additional Investment - $100
 
 
Transaction Policies

In general, you can buy or sell shares of the Fund on any business day through your broker or financial intermediary, through Adviser Dealer Services, Inc. (“ADS”), the Fund’s affiliated principal underwriter, or directly from the Meeder Funds by mail or telephone. You can generally pay for shares by check, wire or electronic funds transfer (Automated Clearing House (“ACH”)). When selling shares, you will receive a check, unless you request a wire or ACH. You also may buy and sell shares through a financial professional.

Tax Information

The Fund’s distributions are taxable as ordinary income or capital gains, except when your investment is in an IRA, 401(k) or other tax-advantaged investment plan. Such tax deferred arrangements may be taxed later upon withdrawal of monies from these arrangements.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Meeder Funds and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your financial adviser to recommend the Fund over another investment. Ask your salesperson or visit your financial professional’s web site for more information.

Purchase orders for the Money Market Fund that are received prior to noon, Eastern time, begin earning dividends that day, provided The Huntington National Bank, the Custodian for the Fund, receives federal funds by 4:00 p.m., Eastern time, that same day. If payment for the purchase of shares is not received in a timely manner, the financial institution placing the purchase order could be held liable for any loss incurred by the Fund.

Portfolio Management

Investment Adviser
Meeder Asset Management, Inc.

53

IMPORTANT INFORMATION REGARDING FUND SHARES
 
Buying and Selling Fund Shares – All Meeder Funds except Money Market Fund
 
Minimum Initial Investment -
$2,500  
To Place Orders, Write to:
 
$500
IRA Accounts
Meeder Funds
     
P.O. Box 7177
Minimum Additional Investment -  
$100  
Dublin, OH 43017 
     
1-800-325-3539
 
Transaction Policies

In general, you can buy or sell shares of the Funds on any business day through your broker or financial intermediary, through ADS, the Funds’ affiliated principal underwriter, or directly from the Meeder Funds by mail or telephone. You can generally pay for shares by check, wire or electronic funds transfer (ACH). When selling shares, you will receive a check, unless you request a wire or ACH. You also may buy and sell shares through a financial professional.

Tax Information

The Fund’s distributions are taxable as ordinary income or capital gains, except when your investment is in an IRA, 401(k) or other tax-advantaged investment plan. Such tax deferred arrangements may be taxed later upon withdrawal of monies from these arrangements.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of a Fund through a broker-dealer or other financial intermediary (such as a bank), the Meeder Funds and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your financial adviser to recommend the fund over another investment. Ask your salesperson or visit your financial professional’s web site for more information.

MORE ABOUT PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS

INVESTMENT STRATEGIES

Money Market Fund

The Fund seeks to achieve its objective by investing in high-quality money market instruments which mature in 397 days or less. Money market instruments include but are not limited to repurchase agreements, certificates of deposit, banker’s acceptances, commercial paper and other money market funds. To be considered high-quality, a security generally must be an “Eligible Security” under applicable regulation.

The Fund may change its average portfolio maturity or the quality of holdings to protect its net asset value when it is perceived that changes in the liquidity may adversely affect the money markets. The Money Market Fund may, from time to time, take temporary defensive positions by holding cash, shortening the Fund’s dollar-weighted average maturity or investing in other securities that are eligible securities for purchase by money market funds as described in the “Fund Summary” section of this Prospectus and in accordance with federal laws concerning money market funds, in anticipation of, or in response to, adverse market, economic, political or other conditions.

54

Total Return Bond Fund

The Fund may invest in debt securities of any maturity and does not have a target average duration. The Fund may invest in securities of any quality, and may invest without limit in below investment grade securities or unrated securities considered by the Fund’s investment team to be of comparable quality, sometimes referred to as “high yield” or “junk” bonds. An investment will be considered to be below investment grade if it is rated Ba1 by Moody’s Investors Service, Inc. and BB+ by Standard & Poor’s Ratings Group, or lower or, if unrated, is considered by the Fund’s investment team to be of comparable quality.

The Fund may invest in derivative instruments, such as options, futures contracts or swap agreements, or in mortgage- or asset-backed securities, subject to applicable law and any other restrictions described in the Fund’s Prospectus or SAI. The Fund may purchase or sell securities on a when-issued, delayed delivery or forward commitment basis. The Fund may also purchase preferred stocks.

The Fund may invest in mortgage-related and other asset-backed securities, loan participations, inflation-protected securities, structured securities, variable; and floating rate instruments, and may use other investment techniques.
 
The Fund may invest in emerging market debt. There is no limit on the amount of the Fund’s assets that may be invested in obligations of issuers in any country or group of countries.

The Fund may also invest in underlying funds that invest primarily in fixed income securities, including funds holding foreign securities. The Adviser will vary the proportion of each type of underlying fund based on the mix of such underlying funds that may, in the Adviser’s view, be most likely to achieve the Fund’s investment objectives.

The Fund may invest available cash balances in the Meeder Funds Money Market Fund.

Balanced Fund

The Fund will seek to achieve its investment objective through asset allocation and our tactical selection of common and preferred stocks (collectively “stocks”) and mutual funds. The Fund may also invest in underlying funds holding foreign securities. The Fund’s Adviser is guided by quantitative models in addressing asset allocation decisions by making shifts in the mix of stocks, bonds and cash equivalents in the Fund. A minimum of 30% and a maximum of 70% of the Fund will be invested in stocks and mutual funds that invest primarily in common stock that seek long-term growth or appreciation. Current income typically is of secondary importance. The Fund will also have a minimum of 30% and a maximum of 70% of its assets invested in fixed income securities, and/or underlying funds that invest in fixed income securities.

The Fund may invest in securities of any quality, and for the fixed income portion of the portfolio may invest without limit in below investment grade securities or unrated securities considered by the Fund’s Adviser to be of comparable quality, sometimes referred to as “high yield” or “junk” bonds. An investment will be considered to be below investment grade if it is rated Ba1 by Moody’s Investors Service, Inc. and BB+ by Standard & Poor’s Ratings Group, or lower or, if unrated, is considered by the Fund’s Adviser to be of comparable quality.
 
The Fund may invest in foreign debt securities. Subject to the 70% limit on fixed income security holdings, there is no limit on the amount of the Fund’s assets that may be invested in obligations of issuers in any country or group of countries.
55

The Fund may invest available cash balances in the Meeder Funds Money Market Fund.

Muirfield Fund

Utilizing a series of quantitative models, the Fund seeks to achieve its investment objective of long-term growth or appreciation through asset allocation and the Adviser’s tactical selection of common and preferred stocks (collectively “stocks”) and underlying funds that invest primarily in common stock. The Fund may also invest in underlying funds holding foreign securities. The Fund invests in stocks, as well as underlying funds that invest primarily in common stock, all of which generally seek long-term growth or appreciation. Current income typically is of secondary importance. The Fund may also invest in ETFs and closed-end funds.

For defensive purposes, the Fund may invest without limit in fixed income securities – that is, the Adviser may invest up to 100% of the Fund’s assets in a wide range of fixed income securities. These instruments consist of commercial paper; certificates of deposit; banker’s acceptances and other bank obligations; obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities, high-grade corporate obligations, higher risk, below-investment grade debt securities, commonly referred to as “high yield securities” or “junk bonds,” money market funds and repurchase agreements.

The Fund may invest available cash balances in the Meeder Funds Money Market Fund.

Spectrum Fund

The Fund seeks to achieve its investment objective through asset allocation and by establishing long and short positions in the global securities markets. Guided by quantitative models of the Adviser, the Fund invests in common and preferred stocks, as well as underlying funds that invest primarily in common stock, all of which generally seek long-term growth or appreciation. The Fund may also invest in underlying funds holding foreign securities. Current income typically is of secondary importance. The Fund will also invest in ETFs and closed-end funds.

The Fund may invest available cash balances in the Meeder Funds Money Market Fund.

Dynamic Growth Fund and Aggressive Growth Fund

The Funds invest in common and preferred stocks (collectively “stocks”), as well as underlying funds that invest primarily in common stock, which seek capital growth or appreciation, without regard to current income. The Funds may also invest in underlying funds holding foreign securities.

When selecting underlying securities for investment, the Adviser, guided by their quantitative models, will vary the proportion of each type of underlying security based on the mix of such underlying securities that may, in their view, be most likely to achieve a Fund’s investment objectives. The stocks and underlying securities in which the Aggressive Growth Fund invests may incur more risk and volatility than those in which the Dynamic Growth Fund invests. For example, these Funds may trade their portfolios more actively and/or invest in companies whose securities are subject to more volatility. In addition, under normal circumstances, the securities in which the Aggressive Growth Fund invests may use more leverage compared to those in which the Dynamic Growth Fund invests. Furthermore, under normal circumstances, the Aggressive Growth Fund will be more likely to be invested in fewer sectors of the economy than the Dynamic Growth Fund. Although the Aggressive Growth Fund and the Dynamic Growth Fund may invest in shares of the same stocks or underlying funds, the percentage of each Fund’s assets so invested may vary, and the Adviser will determine that such investments are consistent with the investment objectives and policies of each Fund.

The Funds may invest available cash balances in the Meeder Funds Money Market Fund.

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Global Opportunities Fund (formerly known as Strategic Growth Fund)

Primarily relying on the Adviser’s quantitative models, the Fund invests in common and preferred stocks (collectively “stocks”), as well as underlying funds that invest primarily in common stock, all of which seek capital growth or appreciation, without regard to current income. The Fund may also invest in underlying funds holding foreign securities.

While the Fund holds a target allocation across six distinct investment categories, the mix of securities selected to represent each investment category is variable and actively managed by utilizing our tactical selection of stocks and mutual funds. Since the Fund will normally invest at least 40% of its holdings outside the United States and will also have concentrated positions in specific market sectors, such as real estate and commodities, the Fund may be subject to increased volatility.

The Fund may invest available cash balances in the Meeder Funds Money Market Fund.

Dividend Opportunities Fund

The Fund will seek to achieve its investment objective of providing total return, including capital appreciation and current income, by investing primarily in common and preferred stocks. The Fund may also invest in equity underlying funds, which include foreign and domestic mutual funds, as well as in ETFs, closed-end funds, unit investment trusts, MLPs and REITs. Under normal market conditions, the Fund intends to invest at least 80% of its net assets (plus borrowing for investment purposes, if any) in dividend-paying equity securities. Additionally, in order to derive additional income, or for other investment purposes, the Fund may invest up to 20% of its net assets in debt securities of any maturity and of any credit rating, including high yield securities or junk bonds. The Fund may also enter into derivatives transactions, such as options, futures contracts, forwards, swaps, and index funds and index-based investments, such as Standard & Poor’s Depositary Receipts, in an effort to earn extra income, to adjust exposure to individual securities or markets, or to protect all or a portion of the Fund’s portfolio from a decline in value.

The Fund addresses asset allocation decisions by adjusting the mix of equities and debt securities in the Fund, within the parameters described above. When the Adviser’s quantitative models and evaluation indicate that the risks of the stock market may be greater than the potential rewards, the Fund may reduce its position in equity securities and underlying equity funds, in order to attempt to minimize the risk of loss of capital. The Fund may also reduce its equity exposure by selling short stock index futures contracts. The Fund’s goal is to minimize losses during high-risk market environments and to provide attractive returns during low-risk markets.

As a defensive tactic, when the Adviser’s quantitative models and evaluation indicate that the risks of the stock market may be greater than the potential rewards, the Fund may invest up to 20% of its assets in securities of any maturity and any credit rating (including unrated securities) and may invest in higher risk, below-investment grade debt securities, commonly referred to as “high yield securities” or “junk bonds”.

The Fund may invest available cash balances in the Meeder Funds Money Market Fund.

Quantex Fund

Through the use of the Fund’s quantitative investment strategy, stocks are screened for inclusion or removal from the Fund’s portfolio. On an annual basis, the Fund’s portfolio is adjusted, based in part on the Adviser’s determination of the market capitalization range for the year (“Annual Cap Range”). Stocks in the Fund’s portfolio whose value has risen above or fallen below the Annual Cap Range are sold, while new stocks that fall into the Fund’s Annual Cap Range are eligible to be purchased. Based on the Fund’s quantitative investment strategy and other market factors, the Adviser then determines which stocks within the Fund’s Annual Cap Range should be included in the Fund’s portfolio. During the course of the year, the Adviser may adjust the Fund’s portfolio, based on the application of these quantitative and market factors.

57

The Fund may invest available cash balances in the Meeder Funds Money Market Fund.

Temporary Defensive Position

For temporary defensive purposes, under adverse market conditions, each Fund other than the Money Market Fund, may hold all or a substantial portion of its assets in high quality money market instruments, repurchase agreements collateralized by such securities, money market funds or other cash equivalents. The Money Market Fund may, from time to time, take temporary defensive positions by holding cash, shortening the Fund’s dollar-weighted average maturity or investing in other securities that are eligible securities for purchase by money market funds as described in the “Fund Summary” section of this Prospectus and in accordance with federal laws concerning money market funds, in anticipation of, or in response to, adverse market, economic, political or other conditions. Each Fund may also invest a substantial portion of its assets in such instruments at any time to maintain liquidity or pending selection of investments in accordance with its policies. When and to the extent a Fund assumes such a temporary defensive position, it may not pursue or achieve its investment objective.

Diversification

All of the Funds are diversified, which means each Fund may not, with respect to at least 75% of its assets (100% of its assets in the case of the Money Market Fund), invest more than 5% of its assets in the securities of one company (subject to certain exceptions for the Money Market Fund).

INVESTMENT RISKS

A Fund’s risk profile is largely defined by the Fund’s principal securities and investment practices. The main risks associated with investing in the Funds are described in the Fund Summaries at the front of this Prospectus. The information below provides more detailed explanations of some of these risks as well as additional potential risks of the Funds.

Closed-end Fund Risk. Shares of closed-end funds are typically offered to the public in a one-time initial public offering. Thereafter, the value of shares of a closed-end fund are set by the transactions on the secondary market and may be higher or lower than the value of the portfolio securities that make up the closed-end investment company. The Funds may invest in shares of closed-end funds that are trading at a discount to net asset value or at a premium to net asset value. There can be no assurance that the market discount on shares of any closed-end fund that a Fund purchases will ever decrease. Closed-end investment companies may trade infrequently, with small volume, which may make it difficult for the Funds to buy and sell shares. Also, the market price of closed-end investment companies tends to rise more in response to buying demand and fall more in response to selling pressure than is the case with larger capitalization companies.

Closed-end investment companies may issue senior securities (including preferred stock and debt obligations) for the purpose of leveraging the closed-end fund’s common shares in an attempt to enhance the current return to such closed-end fund’s common shareholders. A Fund’s investment in the common shares of closed-end funds that are financially leveraged may create an opportunity for greater total return on its investment, but at the same time may be expected to exhibit more volatility in market price and net asset value than an investment in shares of investment companies without a leveraged capital structure.
 
Closed-end funds in which the Funds invest may issue auction preferred shares (“APS”). The dividend rate for the APS normally is set through an auction process. In the auction, holders of APS may indicate the dividend rate at which they would be willing to hold or sell their APS or purchase additional APS. The auction also provides liquidity for the sale of APS. A Fund may not be able to sell its APS at an auction if the auction fails. An auction fails if there are more APS offered for sale than there are buyers. A closed-end fund may not be obligated to purchase APS in an auction or otherwise, nor may the closed-end fund be required to redeem APS in the event of a failed auction. As a result, a Fund’s investment in APS may be illiquid. In addition, if the Fund buys APS or elects to retain APS without specifying a dividend rate below which it would not wish to buy or continue to hold those APS, the Fund could receive a lower rate of return on its APS than the market rate.

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Commodities Risk.   The Fund may invest in underlying funds that invest in commodities. Indirectly investing in   the commodities markets may subject the Fund to greater volatility than investments in traditional securities. Commodity prices are influenced by unfavorable weather, animal and plant disease, geologic and environmental factors, as well as international economic, political and regulatory developments such as tariffs, embargoes or burdensome production rules and restrictions.
 
Credit Risk.   Investments in bonds and other fixed income securities involve certain risks. An issuer of a fixed income security may not be able to make interest and principal payments when due. Such default could result in losses to the Fund. In addition, the credit quality of securities held by the Fund may be lowered if an issuer’s financial condition changes. Lower credit quality may lead to greater volatility in the price of a security and in shares of the Fund. Lower credit quality also may affect liquidity and make it difficult for the Fund to sell the security. The Fund may invest in an underlying fund that invests in securities that are rated in the lowest investment grade category. Issuers of these securities are more vulnerable to changes in economic conditions than issuers of higher grade securities. The Total Return Bond Fund may invest in investment grade and non-investment grade corporate debt obligations. N on-investment grade corporate debt obligations may be regarded as speculative. There is a greater risk that issuers of lower rated securities will default than issuers of higher rated securities.

Derivatives Risk. Derivatives may be riskier than other types of investments because they may be more sensitive to changes in economic or market conditions than other types of investment. Derivatives also are subject to the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index. The use of derivatives for hedging or risk management purposes may not be successful, resulting in losses to a Fund, and the cost of such strategies may reduce a Fund’s returns.

Exchange Traded Fund and Index Fund Risk. Exchange traded funds and index funds will not be able to replicate exactly the performance of the indices they track because the total return generated by the securities will be reduced by transaction costs incurred in adjusting the actual balance of the securities. Certain securities comprising the indices tracked by the ETFs may, from time to time, temporarily be unavailable, which may further impede the ability of the ETFs and index funds to track their applicable indices. The prices of ETFs and index funds are derived from and based upon the securities held by each fund. Accordingly, the level of risk involved in the purchase or sale of an ETF or index fund is similar to the risk involved in the purchase or sale of traditional common stock. Index funds are also subject to trading halts due to market conditions.

Fixed Income Risk. The Funds may invest in fixed income securities and underlying investments that hold fixed income securities. These securities will increase or decrease in value based on changes in interest rates. If rates increase, the value of the Fund’s fixed income investments generally declines. On the other hand, if rates fall, the value of the fixed income investments generally increases. Your investment will decline in value if the value of the Fund’s investments decreases. The market value of debt securities (including U.S. Government securities) with longer maturities are more volatile and are likely to respond to a greater degree to changes in interest rates than the market value of debt securities with shorter maturities.

Foreign Investment Risk . Investments in foreign countries present additional components of risk; including economic, political, legal and regulatory differences compared to domestic investments. Foreign currency fluctuations may also affect the value of foreign investments. In addition, foreign investing involves less publicly available information, and more volatile or less liquid securities markets. Foreign accounting may be less transparent than U.S. accounting practices and foreign regulation may be inadequate or irregular. Owning foreign securities could cause a Fund’s performance to fluctuate more than if it held only U.S. securities.

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General Risks. All mutual funds carry a certain amount of risk. The Funds are subject to management risk because they are actively managed funds. The Funds may not achieve their objective if the Adviser’s expectations regarding particular securities or markets are not met. The investment objective of each Fund may be changed without the affirmative vote of a majority of the outstanding shares of the Fund. Any such change may result in a Fund having an investment objective different from the objective that the shareholders considered appropriate at the time of investment in the Fund. As with all mutual fund investments, you may lose money on your investment in the Funds.

Government Securities Risk. Securities issued or guaranteed by the U.S. government or its agencies and instrumentalities may be backed by the credit of the government as a whole or only by the issuing agency. U.S. Treasury bonds, notes, and bills and some agency securities, such as those issued by the Federal Housing Administration and Ginnie Mae, are backed by the full faith and credit of the U.S. government as to payment of principal and interest and are the highest quality government securities. Other securities issued by U.S. government agencies or instrumentalities, such as securities issued by the Federal Home Loan Banks and Freddie Mac, are supported only by the credit of the agency that issued them, and not by the U.S. government. Securities issued by the Federal Farm Credit System, the Federal Land Banks, and Fannie Mae are supported by the agency’s right to borrow money from the U.S. Treasury under certain circumstances, but are not backed by the full faith and credit of the U.S. government. No assurance can be given that the U.S. government would provide financial support to its agencies and instrumentalities if not required to do so by law. However, on September 7, 2008, the U.S. Treasury Department and the Federal Housing Finance Authority (the “FHFA”) announced that Fannie Mae and Freddie Mac had been placed into conservatorship, a statutory process designed to stabilize a troubled institution with the objective of returning the entity to normal business operations. The U.S. Treasury Department and the FHFA at the same time established a secured lending facility and a Secured Stock Purchase Agreement with both Fannie Mae and Freddie Mac to ensure that each entity had the ability to fulfill its financial obligations. The FHFA announced that it does not anticipate any disruption in pattern of payments or ongoing business operations of Fannie Mae or Freddie Mac. Neither the U.S. government nor its agencies guarantee the market value of their securities, and interest rate changes, prepayments and other factors may affect the value of government securities.

Growth Stock Risk. The Funds may invest in growth stocks, which may be more expensive relative to their earnings or assets compared to value or other stocks. The prices of growth stocks are based largely on projections of the issuer’s future earnings and revenues. If a company’s earnings or revenues fall short of expectations, its stock price may fall dramatically and the Funds’ relative performance may suffer.

Inflation Risk. Because inflation reduces the purchasing power of income produced by existing fixed income securities, the prices at which fixed income securities trade will be reduced to compensate for the fact that the income they produce is worth less. This potential decrease in market value would be the measure of the inflation risk incurred by the Funds.

Investment Company Risk. Because the Fund may invest primarily in underlying funds, the value of your investment also will fluctuate in response to the performance of the underlying funds. In addition, you will indirectly bear fees and expenses charged by the underlying investment companies in which the Fund invests in addition to the Fund’s direct fees and expenses. You also may receive taxable capital gains distributions to a greater extent than would be the case if you invested directly in the underlying funds.

Junk Bond Risk. Funds may purchase fixed income securities rated below the investment grade category, which are often referred to as junk bonds. Securities in this rating category are speculative. Changes in economic conditions or other circumstances may have a greater effect on the ability of issuers of these securities to make principal and interest payments than they do on issuers of higher grade securities.

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Liquidity Risk. Reduced liquidity affecting an individual security or an entire market may have an adverse impact on market price and the Fund’s ability to sell particular securities when necessary to meet the Fund’s liquidity needs or in response to a specific economic event.

Management Risk.   The adviser’s quantitative models and judgments about the attractiveness, value and potential appreciation of a particular asset class or asset classes or an individual security in which the Funds invest may prove to be incorrect and there is no guarantee that individual companies will perform as anticipated.

Market Capitalization Risk . The Funds may hold mid- and small-capitalization investments, which presents additional risks. Historically, smaller company securities have been more volatile in price than larger company securities, especially over the short term. Investments in these capitalization ranges may be more sensitive to events and conditions that affect the stock market.   Among the reasons for the greater price volatility are the less-than-certain growth prospects of small- and medium-capitalization companies, the lower degree of liquidity in the markets for such securities, and the greater sensitivity of smaller companies to changing economic conditions. Further, smaller companies may lack depth of management, may be unable to generate funds necessary for growth or development, or may be developing or marketing new products or services for which markets are not yet established and may never become established.

Option Strategies Risk. The Dividend Opportunities Fund (“Fund”) may write a put or call option in return for a premium, which is retained by the Fund whether or not the option is exercised. The Fund may write covered options or uncovered options. A call option written by the Fund is “covered” if the Fund owns the underlying security, has an absolute and immediate right to acquire that security upon conversion or exchange of another security it holds, or holds a call option on the underlying security with an exercise price equal to or less than the call option it has written. A put option written by the Fund is covered if the Fund holds a put option on the underlying securities with an exercise price equal to or greater than the put option it has written. Uncovered options or “naked options” are riskier than covered options. For example, if the Fund wrote a naked call option and the price of the underlying security increased, the Fund would have to purchase the underlying security for delivery to the call buyer and sustain a loss, which could be substantial, equal to the difference between the option price and the market price of the security. When investing in uncovered options, the Fund will be required to set aside with its custodian bank liquid assets in amounts sufficient at all times to satisfy the Fund’s obligations under the options contracts. The potential risk of loss is unlimited with investments in options.

Portfolio Turnover Risk. A Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses, affect the Fund’s performance.

Real Estate Risk. The Fund may invest directly in real estate securities and in underlying funds that invest in real estate securities, including real estate investment trusts. The value of these securities will rise and fall in response to many factors, including economic conditions, the demand for rental property and changes in interest rates.

Sector/Concentration Risk . Based on the Adviser’s quantitative models and evaluation of other factors, the Funds may invest in specific sectors of the stock market such as the utilities sector, real estate sector or technology sector. Investing in specific market sectors presents additional components of risk. The performance of sector specific investments is largely dependent on the industry’s performance which may be different than the overall stock market. As a result, if a Fund is heavily concentrated in a specific sector, then that particular sector could significantly impact the return of the Fund.

Small Cap Company Risks.   Investments in small cap companies may be riskier than investments in larger, more established companies. The securities of smaller companies may trade less frequently and in smaller volumes than securities of larger companies. In addition, smaller companies may be more vulnerable to economic, market and industry changes. As a result, share price changes may be more sudden or erratic than the prices of other equity securities, especially over the short term. Because smaller companies may have limited product lines, markets or financial resources or may depend on a few key employees, they may be more susceptible to particular economic events or competitive factors than large-capitalization companies.

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Stock Market Risk . Investments in the stock market are a principal risk of most of the Funds. Funds that investment in equities will fluctuate in value due to changes in general economic and political conditions that may affect the stock market. Daily stock prices can move unpredictably up and down and may be subject to higher risk than other investments such as fixed income securities.

Structured Instrument Risk. Structured instruments may be less liquid than other debt securities, and the price of structured instruments may be more volatile. Although structured instruments may be sold in the form of a corporate debt obligation, they may not have some of the protection against counterparty default that may be available with respect to publicly traded debt securities (i.e., the existence of a trust indenture).

Value Stock Risk. The Funds may invest in value stocks, which attempt to buy stocks that are undervalued relative to their earnings compared to other stocks. Undervalued stocks have a risk of never attaining their potential value. This may cause the Funds’ relative performance to suffer.

The chart below shows the risks discussed above and in the Fund Summaries with each Fund.
  
 
 
Investment Risk
Global Opportunities Fund (formerly Strategic Growth Fund)
Aggressive Growth
Fund
Dividend Opportunities Fund
Dynamic
Growth
Fund
Quantex
Fund
General
Stock Market
Market Capitalization
Sector/Concentration
 
Leverage
         
Foreign Investment
 
ETF and Index Fund
Closed-end Fund
 
Derivatives
Fixed Income
Government Securities
Credit
Investment Company
 
Liquidity
Commodities
       
Real Estate
 
   
Growth Stock
Inflation
Management
Portfolio Turnover
Small Cap Company
 
Value Stock
 
Structured Instrument
   
   
Junk Bonds
   
   
Option Strategies
   
   

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Investment Risk
 
Balanced Fund
Muirfield
Fund
 
 
Spectrum Fund
Total Return Bond Fund
Money
Market
Fund
General
Stock Market
   
Market Capitalization
   
Sector/Concentration
         
Leverage
   
   
Foreign Investment
 
ETF and Index Fund
 
Closed-end Fund
 
Derivatives
 
Fixed Income
Government Securities
Credit
Investment Company
Liquidity
Commodities
         
Real Estate
         
Growth Stock
   
Junk Bonds
     
Inflation
Management
Portfolio Turnover
Small Cap Company
   
Value Stock
   
Structured Instrument
   
 
Option Strategies
   
 
 
PORTFOLIO HOLDINGS

The Meeder Funds complete portfolio holdings as of the end of the calendar quarter ordinarily are posted on www.meederfunds.com by the fifth day after the end of such quarter, or the first business day thereafter. The Money Market Fund generally discloses its complete schedule of holdings as of the end of each calendar month. Ordinarily they are posted by the fifth day of the following calendar month or the first business day thereafter. A description of the Meeder Funds’ policies and procedures with respect to the disclosure of the Funds’ portfolio holdings is available in the SAI.
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MANAGEMENT OF THE FUNDS
 
WHO MANAGES THE FUNDS?


Investment Adviser. Meeder Asset Management, Inc. serves as investment adviser to the Funds. The Adviser has been an investment adviser to individuals, pension and profit sharing plans, trusts, charitable organizations, corporations, financial intermediaries and other institutions since 1974. As of December 31, 2015, the Adviser and its affiliates managed and administered approximately $11 billion in assets. The Adviser has its principal offices at 6125 Memorial Drive, Dublin, OH 43017.

Pursuant to an investment advisory contract between the Adviser and the Meeder Funds, the Adviser manages both the investment operations of the Funds and the composition of their portfolios, including the purchase, retention, disposition and loan of securities. This investment advisory contract is subject to the supervision of the Funds’ Board and is executed in conformity with the stated objective and policies of the Funds. Under the contract, the Adviser is obligated to keep certain books and records of the Funds. The Adviser also administers the corporate affairs of the Funds, furnishes office facilities and provides ordinary clerical and bookkeeping services that are not being furnished by Huntington National Bank, the Funds’ custodian, or Mutual Funds Service Co., the Funds’ transfer and disbursing agent, fund accounting agent and administrator. Mutual Funds Service Co. is an affiliate of the Adviser.

Management Fees. During the calendar year ended December 31, 2015, the Funds paid the Adviser management fees as follows:
 
 
Contractual Management Fee as Percentage of Average Daily Net Assets
Management Fees Waived and/or Reimbursed by Adviser as Percentage  of Average Daily Net Assets
Net Management Fee Paid to Adviser as Percentage of Average Daily Net Assets
Fund
     
Global Opportunities Fund
0.75%
0.05%
0.70%
(formerly Strategic Growth Fund)
     
Aggressive Growth Fund
0.75%
0.00%
0.75%
Dividend Opportunities Fund
0.75%
0.17%
0.58%
Dynamic Growth Fund
0.75%
0.05%
0.70%
Quantex Fund
1.00%
0.26%
0.74%
Balanced Fund
0.73%
0.00%
0.73%
Muirfield Fund
0.68%
0.00%
0.68%
Spectrum Fund
0.75%
0.07%
0.68%
Total Return Bond Fund
0.31%
0.00%
0.31%
Money Market Fund
     
Retail Class
0.32%
0.40%
-0.08%
Institutional Class
0.32%
0.40%
-0.08%
 
A discussion regarding the basis for the Funds’ Board approval of the investment advisory contract for the Funds is available in the Funds’ annual report to shareholders for the fiscal year ended December 31, 2015. For more information about management fees, see “Investment Adviser” in the SAI.
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Voluntary/Contractual Fee Waivers, Reimbursements and Other Expense Reductions

For fiscal year 2015, the Adviser agreed to reduce its fees and/or reimburse expenses, either voluntarily or by contract, for each of the Funds, to the extent necessary to limit the total operating expenses of each Fund, excluding brokerage fees and commissions, taxes, interest, and extraordinary or non-recurring expenses. A more detailed description of the extent of waivers and/or reimbursements for each Fund is provided in the Funds’ SAI. In addition, certain Funds recaptured a portion of their brokerage commissions, certain Funds received income from securities lending arrangements, and certain Funds received from the Custodian any 12b-1 fees paid by underlying funds. In the table below, each Fund’s Net Annual Fund Operating Expenses is shown, after taking into account waivers, reimbursements and other expense reductions, and excluding the fees and expenses of underlying funds (or acquired funds).
 
 
Gross Total Annual Fund Operating Expenses
Less Fee Waivers and/or Reimbursements
Less Commissions Recaptured, Securities Lending Income, and Fees Received from Custodian
Less Acquired Fund Fees and Expenses
Net Annual Fund Operating Expenses*
Global Opportunities Fund
1.72%
0.05%
0.26%
0.22%
1.19%
(formerly Strategic Growth Fund)
         
Aggressive Growth Fund
1.68%
0.00%
0.40%
0.10%
1.18%
Dividend Opportunities Fund
1.85%
0.18%
0.41%
0.00%
1.26%
Dynamic Growth Fund
1.63%
0.06%
0.29%
0.09%
1.19%
Quantex Fund
1.75%
0.26%
0.40%
0.00%
1.09%
Balanced Fund
1.73%
0.00%
0.26%
0.25%
1.22%
Muirfield Fund
1.45%
0.00%
0.34%
0.08%
1.03%
Spectrum Fund
2.25%
0.07%
0.63%
0.06%
1.49%
Total Return Bond Fund
1.76%
0.02%
0.13%
0.73%
0.88%
Money Market Fund
         
Retail Class
0.58%
0.40%
0.00%
0.00%
0.18%
Institutional Class
0.58%
0.44%
0.00%
0.00%
0.14%
 
*
Net Annual Fund Operating Expenses are reflected in the Financial Highlights and audited financial statements. The ratio is based on average daily net assets for the period ended December 31, 2015. This ratio may increase or decrease depending on fluctuations in fund net assets due to, as applicable: rebates of selected brokerage commissions resulting from trading of certain securities; income from securities lending activities; voluntary advisory fee waivers or reimbursements; and/or lower actual operating expenses.
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PORTFOLIO MANAGERS
 
A team of individuals employed by the Adviser is jointly and primarily responsible for the day-to-day management of the Money Market Fund, Total Return Bond Fund, Balanced Fund, Muirfield Fund , Spectrum   Fund , Dynamic Growth Fund, Global Opportunities Fund (formerly Strategic Growth Fund), Aggressive Growth Fund, Dividend Opportunities Fund and Quantex Fund. The investment management team consists of the following individuals:

Robert S. Meeder, Jr. Mr. Meeder brings over 32 years of investment industry experience to the Adviser. Mr. Meeder has been President of Adviser since 1991 and has been a member of the team managing the Funds since August 1988. In addition to his executive duties, Mr. Meeder is involved in the development of investment policy and client relationships for the Adviser.

Dale W. Smith, CFA. Mr. Smith has been associated with the Adviser as the Chief Investment Officer and Chief Financial Officer since March 2005. Mr. Smith brings 34 years of financial services experience to the Adviser, with previous positions as Senior Vice President, Financial Services at BISYS Fund Services from 1999 to 2004 and Senior Vice President, Fund Accounting at BISYS Fund Services from 1996 to 1999. Mr. Smith has been a member of the team managing the Funds since March 2005.

Robert G. Techentin. Mr. Techentin is a Portfolio Manager at and has been associated with the Adviser since August 2006. Mr. Techentin brings 23 years of investment industry experience to the Adviser, with his previous positions as Portfolio Manager at H&R Block from 1993 to 2001, Financial Representative at Northwestern Mutual Life Insurance Company from 2002 to 2005 and as a Financial Consultant at Charles Schwab & Co. from 2005 to 2006. Mr. Techentin has been a member of the team managing the Funds since August 2006.

Clinton Brewer, CFA, CMT. Mr. Brewer is Director of Investments and has been associated with the Adviser since June 2008. Mr. Brewer brings over 12 years of investment industry experience to the Adviser, with previous positions as a market research analyst with FTN Midwest Research Securities Corp. from 2004 to 2006, a research associate at McDonald Investments from 2006 to 2007 and as a research associate with FTN Midwest Securities Corp. from 2007 to 2008. Mr. Brewer has been a member of the team managing the Funds since June 2008.

Jason Headings, CMT. Mr. Headings is Director of Fixed Income and has been associated with the Adviser since February 2006. Mr. Headings brings 12 years of financial service experience to the Adviser, with previous experience as a financial adviser with Primerica from 2004 to 2006. Mr. Headings has been a member of the team managing the Funds since July 2006.

Scott Gruber. Mr. Gruber is a Senior Investment Analyst at and has been associated with the Adviser since August 2011. Mr. Gruber brings 7 years of financial services experience to the Adviser, with previous experience as a credit analyst and project manager at Farmers Citizens Bank from 2009 to 2011. Mr. Gruber has been a member of the team managing the Funds since August 2011.

Elizabeth Schnelle. Ms. Schnelle is a Fixed Income Analyst at and has been associated with the Adviser since November 2013. Ms. Schnelle brings 6 years of investment industry experience to the Adviser, with previous experience as a senior accountant at Crowe Horwath from 2010 to 2013. Ms. Schnelle has been a member of the team managing the Funds since November 2013.

Jonathan Tremmel, CAIA, PRM. Mr. Tremmel is an Assistant Portfolio Manager at and has been associated with the Adviser since March 2012 .   Mr. Tremmel has been a member of the team managing the Funds since December 2014.
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Angelo Manzo, CFA, CAIA . Mr. Manzo is a Portfolio Manager at and has been associated with the Adviser since June, 2015. Mr. Manzo brings 10 years of investment industry experience to the Adviser, with previous experience as an investment analyst at Summit Benefit Solutions/Mid-Atlantic from 2007 to 2010, an investment strategist at Morgan Stanley from 2010 to 2014 and an investment strategist at Gryphon Financial Partners from 2014 to 2015. Mr. Manzo has been a member of the team managing the Funds since June 2015.

Amisha Kaus . Ms. Kaus is a Portfolio Manager at and has been associated with the Adviser since November, 2015. Ms. Kaus brings 9 years of investment industry experience to the Adviser, with previous experience as an investment analyst with Allegheny Financial Group from 2007 to 2015. Ms. Kaus has been a member of the team managing the Funds since November 2015.

The Statement of Additional Information for the Fund provides additional information about each portfolio manager’s compensation, other accounts managed by the portfolio manager, and the portfolio manager’s ownership of securities in the Fund.

ADDITIONAL INFORMATION ABOUT PERFORMANCE

PAST PERFORMANCE OF PRIVATE ACCOUNTS: DIVIDEND AND GROWTH

Purpose of Past Performance. The performance information below is provided to show the past performance of the Adviser in managing private accounts, which are not registered with the Securities and Exchange Commission, using an investment strategy substantially similar to the Dividend Opportunities Fund, and to measure the past performance of those private accounts against the Russell 1000 Value Index.

What Past Performance Does Not Represent. The past performance shown below does not represent the performance of the Dividend Opportunities Fund. You should not consider the past performance shown below as an indication of the future performance of the Dividend Opportunities Fund.

Similar Accounts. Since 2003, the Adviser has served as the portfolio manager for privately managed accounts having investment goals, policies, strategies and risks substantially similar to those of the Dividend Opportunities Fund. Substantially all of the assets of these privately managed accounts have invested in stocks.

Calculation of Past Performance. All returns presented were calculated on a total return basis and include all dividends and interest, accrued income and realized and unrealized gains and losses. All returns reflect the deduction of investment advisory fees, brokerage commissions and execution costs paid by the private accounts without providing for federal or state income taxes. Custodial fees, if any, were not used to reduce performance returns. The Adviser’s composite includes all actual, fee paying, discretionary, private accounts managed by the adviser that have investment objectives, policies, strategies and risks substantially similar to those of the Dividend Opportunities Fund. Cash and equivalents are included in performance returns. The returns of the Adviser’s composite combine the individual accounts’ returns by asset-weighting each individual accounts’ asset value as of the beginning of each quarter. The returns are computed by compounding the composite returns of each quarter within the calendar year. The composite was calculated using the Modified Dietz method net of maximum annual fees calculated on a quarterly basis. Accounts with significant cash flows, greater than 10%, were excluded from the composite for that period.

Differences in Regulation. The private accounts that are included in the Adviser’s composite are not subject to the same types of expenses to which the Dividend Opportunities Fund are subject nor to the diversification requirements, specific tax restrictions and investment limitations imposed on the Dividend Opportunities Fund by federal securities laws.
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The investment results of the Adviser’s composite presented below are unaudited and not intended to predict or suggest the returns that might be experienced by investing in the Dividend Opportunities Fund. You should also be aware that the Securities and Exchange Commission uses a method different from that used below to calculate mutual fund performance, which could result in different performance returns.

PAST PERFORMANCE OF PRIVATE ACCOUNTS
Annual Total Returns as of 12/31

 
Year
Meeder Asset Management, Inc.
Taxable Dividend and Growth Composite
Russell 1000 Value Index 1
2004
13.20%
16.49%
2005
5.18%
7.03%
2006
23.74%
22.18%
2007
0.98%
-0.23%
2008
-29.53%
-36.86%
2009
20.75%
19.67%
2010
17.17%
15.52%
2011
12.62%
0.36%
2012
9.56%
17.49%
2013
25.54%
32.54%
2014
11.85%
13.42%
2015
-7.58%
-3.83%
 
Average Annual Total Returns as of 12/31/15
 
 
Inception Date
1 Year
5 Year
10 Year
Meeder Asset Management, Inc. Taxable Dividend and Growth Composite Return Before Taxes
3/31/03
-7.58%
9.87%
7.15%
Russell 1000 Value Index¹
(Reflects No Deduction for Fees, Expenses, or Taxes)
 
-3.83%
11.27%
6.16%
 
1
The Russell 1000 Value Index (Index) is an unmanaged index predominantly made up of value stocks of large U.S. companies. The Index reflects the reinvestment of income, dividends and capital gain distributions, if any, but does not reflect fees, brokerage commissions, or other expenses of investing. One cannot invest directly in an index.

INVESTING WITH THE MEEDER FUNDS

When you buy and sell shares of a Fund, the price of the shares is based on the Fund’s net asset value per share (NAV) next determined after the order is received.
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Calculating a Fund’s NAV. A Fund’s NAV for each class of shares is calculated, on a per class basis, by adding the total value of the Fund’s investments and other assets, subtracting the liabilities and then dividing that figure by the number of outstanding shares of the Fund as follows:
 
NAV =   
(Total Assets – Liabilities)
Number of Shares Outstanding

T he NAV for each Fund, except the Money Market Fund, is calculated after the close of trading (normally 4:00 p.m., Eastern time (“ET”)) on each day the New York Stock Exchange is open for business. On occasion, the NYSE will close before 4:00 p.m. ET. When this occurs, purchase requests received by the Fund or an authorized agent of the Fund after the NYSE closes will be effective the following business day. The NAV for the Money Market Fund is determined each business day that the Federal Reserve System is open and is calculated at 12:00 noon, ET. Generally, the NYSE is closed and the share price of each Fund is not calculated on Saturdays, Sundays and the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. In addition to the aforementioned holidays, the share price of the Money Market Fund is not calculated on days that the Federal Reserve System is closed. The NAV of the Funds may change every day.
 
Valuing the Fund’s Assets. The assets of each Fund, except the Money Market Fund, are generally valued on the basis of market quotations. The Money Market Fund seeks to maintain a stable NAV per share of $1.00 and uses the amortized cost method to value its assets. This method provides more stability in valuations, but may also result in periods during which the stated value of a security is different than the price the Money Market Fund would receive if it sold the investment. Short-term money market instruments held by other Funds also are valued using the amortized cost method.
 
I f market quotations are not readily available or if available market quotations are determined not to be reliable or if a security’s value has been materially affected by events occurring after the close of trading on the exchange or market on which the security is principally traded (for example, a natural disaster affecting an entire country or region, or an event that affects an individual company), but before the time as of which the Funds NAV is calculated, that security may be valued at its fair value in accordance with policies and procedures adopted by the Meeder Funds’ Board. Without a fair value price, short term traders could take advantage of the arbitrage opportunity and dilute the NAV of long term investors. In addition, securities trading on overseas markets present time zone arbitrage opportunities when events affecting portfolio security values occur after the close of the overseas market, but prior to the close of the U.S. market. Fair valuation of the Fund’s portfolio securities can serve to reduce arbitrage opportunities available to short term traders, but there is no assurance that fair value pricing policies will prevent dilution of the Fund’s NAV by short term traders. Fair valuation involves subjective judgments and it is possible that the fair value determined for a security may differ materially from the value that could be realized upon the sale of the security. The Prospectuses for the underlying mutual funds explain the circumstances under which the underlying funds will use fair value pricing and the effects of using fair value pricing.
 
HOW TO BUY SHARES

 
Each Fund, other than the Money Market Fund, offers three classes of shares: Retail Class, Adviser Class and Institutional Class. The Money Market Fund offers Retail and Institutional Class shares only. Each class of shares of a Fund represents an interest in the same portfolio of investments within the Fund. Shares and share classes are offered continuously and sold without an upfront load or sales charge. The share classes differ with respect to the distribution fees, service fees and other expenses allocated to each class as set forth in the Annual Fund Operating Expenses Table and the Distribution and Shareholder Services Fee section. Eligibility to purchase Adviser and Institutional Class Shares is generally limited to customers of financial intermediaries who enter into special arrangements with the Funds or its agents as set forth below.

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Retail Class Shares. Retail Class shares are available for purchase by the general public and through financial intermediaries, such as brokerage firms, financial advisers, investment advisers, financial planners, banks, insurance companies and retirement or employee benefit plan administrators that have entered into agreements with the Funds or its agents. Retail Class shares are subject to ongoing 12b-1 Shareholder Distribution and Shareholder Services Fees.

Adviser Class Shares. Adviser Class Shares are offered exclusively through financial intermediaries, such as brokerage firms, financial advisers, investment advisers, financial planners, banks, insurance companies and retirement or employee benefit plan administrators that have entered into agreements with the Funds or its agents. Financial intermediaries may impose eligibility requirements for customers interested in investing in the Funds, including investment minimum requirements, and may charge their customers transaction, investment advisory or other fees. Adviser Class Shares do not bear 12b-1 Shareholder Distribution Fees, but are subject to a Shareholder Services Fee.

Institutional Class Shares. Institutional Class Shares are available for purchase by institutional investors and individuals who meet the minimum initial investment amount. Institutional Class Shares do not bear 12b-1 Shareholder Distribution Fees, but may be subject to a Shareholder Services Fee. The minimum investment requirement may also be waived for the following shareholders:
 
· Employee benefit plans, retirement plans and non-qualified deferred compensation plans that have entered into agreements with the Funds or its agents.
 
·
Financial intermediaries that purchase shares through omnibus accounts and have entered into agreements with the Funds or its agents to undertake certain shareholder services within the terms of the applicable Shareholder Services Plan.
 
· Separately managed accounts and portfolios managed by the Funds’ investment adviser or its affiliates.
 
· Investment advisory clients of the Funds’ investment adviser or its affiliates.
 
· Individuals and their immediate family members who are employees, directors or officers of the Funds’ investment advisor or its affiliates, or who serve upon or are affiliated with the Board of Trustees.
 
Investment Minimums. Minimum and subsequent investment amounts for each of the Funds are as follows:

 
Initial
Investment
Initial Investment
IRA Account
Subsequent Investments
Retail Class
$2,500
$500
$100
Adviser Class
$2,500
$500
$100
Institutional Class
$1,000,000
$1,000,000
$100

Fund minimums may also be waived under other circumstances set forth in the Statement of Additional Information.

Important Information About Opening an Account. To help the government fight the funds in terrorism and money laundering activities, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT ACT), requires all financial institutions to obtain, verify, and record information that identifies each person or entity that opens an account. When you open an account, we will ask for your name, residential address, date of birth, government identification number and other information that will allow us to identify you. We also may ask to see your driver’s license or other identifying documents. For investors other than individuals, when you open an account, you will be asked for the name of the entity, its principal place of business, and taxpayer identification, and may be requested to provide information on persons with authority or control over the account such as their name, address, date of birth, and social security number. Documents such as articles of incorporation, trust documents or partnership agreements may be requested by Meeder Funds. If we do not receive these required pieces of information, there may be a delay in processing your investment request, which could subject your investment to market risk. If we are unable to immediately verify your identity, the Funds may restrict further investment until your identity is verified. If we are unable to verify your identity, the Funds reserve the right to close your account without notice and return your investment to you at the NAV determined on the day in which your account is closed. If we close your account because we are unable to verify your identity, your investment will be subject to market fluctuation, which could result in a loss of a portion of your principal investment. If your account is closed at the request of governmental or law enforcement authorities, the Funds may be required by the authorities to withhold the proceeds.
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Purchases Through Financial Intermediaries. You may make initial and subsequent purchases of shares of the Funds through a financial intermediary, such as an investment adviser or broker-dealer, bank or other financial institution that purchases shares for its customers. Before investing in the Funds through a financial intermediary, you should carefully read any materials provided by the intermediary together with this Prospectus.
 
When shares are purchased this way, the financial intermediary may:
 
· charge a fee for its services;
 
· act as the shareholder of record of the shares;
 
· set different minimum initial and additional investment requirements;
 
· impose other charges and restrictions;
 
· designate intermediaries to accept purchase and sale orders on a Fund’s behalf; or
 
· impose an earlier cut-off time for purchase and redemption requests.
 
The Funds consider a purchase or sale order as received when a financial intermediary receives the order in proper form before 4:00 p.m. Eastern Time (12:00 Noon Eastern Time for Money Market Funds). These orders will be priced based on a Fund’s NAV next computed after such order is received by the financial intermediary. It is the responsibility of the financial intermediary to transmit properly completed purchase orders to the Funds in a timely manner. Any change in price due to the failure of a Fund to timely receive an order must be settled between the investor and the financial intermediary placing the order.
 
Shares held through an intermediary may be transferred into your name following procedures established by your intermediary and the Fund. Certain intermediaries may receive compensation from the Fund, the Adviser or their affiliates, which may result in a conflict of interest for the intermediary.
 
Fund Direct Purchases. You also may invest directly with the Funds. Carefully read and complete the New Account Application accompanying this Prospectus. You can obtain a copy of the New Account Application by calling the Meeder Funds at 1-800-325-3539 or 614-760-2159 on days the Funds are open for business or by visiting www.meederfunds.com .
 
Initial Purchases for New Accounts. The Meeder Funds must receive a completed New Account Application in good order before it can process an initial investment. You may pay for your initial investment in the following ways:
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By Check:
 
· Make your check payable to the Fund in which you are investing. A check must accompany the New Account Application, unless you are paying by bank wire.
 
· All purchases must be made in U.S. dollars and checks must be drawn on U.S. banks. The Funds do not accept third party checks, cash, travelers checks or money orders, credit card checks, and checks drawn on non-U.S. financial institutions for purchases.
 
· Mail the New Account Application and check to:
 
Meeder Funds
P.O. Box 7177
Dublin, Ohio 43017
 
OR
 
· For overnight or UPS/FedEx delivery:
 
Meeder Funds
6125 Memorial Drive
Dublin, Ohio 43017

· All investments by check will be subject to a 10 business day hold and redemptions may be rejected prior to the 10 business day hold period (or release of the hold). For more information on check deposits, see “When Purchases are Effective.”

By Bank Wire:
 
· A completed application must be received and processed by the Meeder Funds before your wire transaction is processed. The Meeder Funds will not permit a purchase of Fund shares until the New Account Application is received in good order.
 
· If the wire order is for a new account, or to open an account in a different Fund, you must telephone Client Services at 1-800-325-3539, or (614) 760-2159 prior to making your initial investment. Advise Client Services of the amount you intend to invest and obtain an account number and wire instructions. Wires sent without notifying the Fund will result in a delay of the effective date of your purchase.
 
· Any delays that may occur in wiring money, including delays that may occur in processing by the banks, will delay your investment and are not the responsibility of the Meeder Funds or the transfer agent.
 
· The Funds do not charge a fee for the receipt of wired federal funds, but reserve the right to charge shareholders for these services upon 30 days written notice.
 
· Your bank may impose a charge for sending a wire.
 
· The Funds reserve the right to charge $15 for outgoing wires.
 
When making your initial investment in a Fund, you may choose to participate in the Automatic Account Builder Program. For more information about Automatic Account Builder, see Other Client Services – Automatic Account Builder Program .
 
Subsequent Investments. Once an account has been opened, you may purchase additional shares at any time by mail or telephone. If paying for your subsequent investment by wire, please follow the instructions listed above. When making additional investments by mail, send your check made payable to the Fund you are investing in at:
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Meeder Funds
L-2569
Columbus, OH 43260-2569
 
Please Note: All subsequent investments by check are subject to a 10 business day hold on the check and redemptions may be rejected prior to the 10 business day hold (or hold being released).
 
After your account is opened, you also may make subsequent investments by ACH from a bank or other financial institution which is a member of ACH.
 
· To purchase shares of a Fund by ACH, call the Meeder Funds at 1-800-325-3539, or (614) 760-2159 for i nstructions.
 
· The transfer agent will electronically debit your account at the financial institution identified on the account application for the amount of your purchase.
 
· Any delays that may occur in receiving money, including delays that may occur in processing by the bank, are not the responsibility of the Fund or the transfer agent. Investments or redemptions via ACH may take up to three business days to settle.
 
· The Funds do not charge a fee for the receipt of ACH funds.
 
· Your bank may impose an ACH charge.
 
Each additional purchase request must contain the name on the account and the correct account number and Fund name to permit proper crediting to the account. If a check, wire transaction or ACH is received and there is no Fund identified and you own only one Fund, the investment will be credited to that Fund. If you own multiple Funds and no Fund is identified, you must confirm the Fund to be credited prior to the transaction being processed or the investment will be returned within 48 hours. Any subsequent investment received not in good order may result in a delay in processing the transaction. All additional purchases are made at NAV next determined after receipt of a purchase order by the Fund or authorized financial intermediaries.

When Purchases are Effective. The trade date for any purchase request received in good order will depend on the day and time Meeder Funds receives your request, the manner in which you are paying, and the type of fund you are purchasing. Your order to purchase shares is priced at the next NAV calculated after your order is received in good order by the Fund; the Fund’s transfer agent, Mutual Funds Service Co.; the Fund’s principal underwriter, Adviser Dealer Services, Inc. (“Distributor”); or a financial intermediary. Only purchase orders received by the Fund or a financial intermediary in good order before 4:00 p.m. Eastern Time will be effective at that day’s NAV.

For purchases by check, if the purchase request is received by Meeder Funds on a business day before the Fund closes regular trading on the NYSE (generally 4:00 p.m. Noon Eastern Time), the trade date for the purchase will be the next business day. If the purchase request is received on a business day after the close of regular trading on the NYSE, the trade date for the purchase will be the second business day after Meeder Funds receives the purchase request.

On occasion, the NYSE will close before 4:00 p.m. ET. When that happens, purchase requests received by the Fund or an authorized agent of the Fund after the NYSE closes will be effective the following business day.
 
Generally, investments received by mail must be in “good order”, which means that the application is complete and accompanied by payment. However, payment for purchases made by telephone will receive the NAV next calculated after receipt provided “federal funds” are received by the close of the Federal Reserve wire transfer system (normally, 6:00 p.m. ET) within three business days after the purchase order is placed for the Quantex Fund TM , Muirfield, Spectrum, Aggressive Growth, Balanced, Global Opportunities (formerly Strategic Growth), Dividend Opportunities and Dynamic Growth Funds. Shares of the Total Return Bond Fund are purchased at net asset value per share next determined after receipt of both a purchase order and payment.
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Trade requests in the Money Market Fund received by the Fund or a financial intermediary prior to 12:00 Noon ET will begin earning dividends on the day received, provided the Fund receives federal funds by the close of the Federal Reserve wire transfer system that day. Purchase orders received after 12:00 Noon, or for which wire payment is not received the same day, are effective the following day. Investments in the Money Market Fund made by check generally are credited to shareholder accounts, and begin to earn dividends on the next business day following receipt.

In the event that an order is placed by the cut-off time specified above but the related wire payment is not received by the Fund by the close of the Federal Reserve wire transfer system that same day, then either your order may not be effective until the next business day on which federal funds are timely received by a Fund, or the Fund reserves the right to cancel your purchase order and you will be liable for any resulting losses or fees incurred by the Fund or the Fund’s transfer agent .

Other Purchase Information. The Funds may limit the amount of purchases or refuse to sell shares to any person and for any reason. The Funds do not accept cash. Checks must be made payable to the Meeder Funds in U.S. dollars and drawn on a U.S. bank. If a shareholder’s check or wire is dishonored, the purchase and any dividends paid thereon will be reversed and the Fund will charge you a fee of $31.00 for each check or wire that is dishonored, in addition to any losses or fees incurred by the Fund or the Fund’s transfer agent. We reserve the right to change this fee at any time. The Funds have the right to stop offering shares or offer shares only on a limited basis, for a period of time or permanently for sale at any time. If shares are purchased with federal funds, they may be redeemed at any time thereafter as explained below.

Under applicable anti-money laundering regulations and other federal regulations, purchase orders may be suspended, restricted, or cancelled and the monies may be withheld.

Please note that your account may be transferred to the appropriate state if no activity occurs in the account within the time period specified by state law.

HOW TO REDEEM SHARES

You may redeem all or part of your investment in a Fund on any day that the Funds are open for business, subject to certain restrictions described below. You may request a redemption by mail, telephone or fax. IRA accounts are not redeemable by telephone; an IRA distribution form must be completed and sent to the Meeder Funds. Contact your financial intermediary or call 1-800-325-3539, or (614) 760-2159 to request an IRA distribution form. You may also download a form on our website at www.meederfunds.com.

By Mail : You may redeem any part of your account by sending a written request to your financial intermediary, if applicable, or to the Funds.
 
· The redemption requests sent to the Funds must be initiated by an authorized trader on the account and contain the following information:
 
the Fund name;
 
your account number;
 
your address;
 
the dollar amount or number of shares you wish to redeem;
 
the signature(s) of all registered account owners(refer to account application for signature requirements); and
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the Federal tax withholding election (for retirement accounts).
 
· The redemption request should be sent to:
 
Meeder Funds
P.O. Box 7177
Dublin, Ohio 43017
 
· In certain circumstances, a Medallion Signature Guarantee may be required. For more details, please see Medallion Signature Guarantee below.
 
· Amounts withdrawn will be mailed to your address of record at the Meeder Funds, sent electronically via ACH, or wired to your bank of record. Shareholders requesting Priority Mail or overnight delivery will be charged for this service.
 
· Redemption proceeds may be delayed until money from prior purchases sufficient to cover your redemption has been received and collected.
 
By Telephone: You may redeem shares by telephone by calling 1-800-325-3539, or (614) 760-2159.
 
· If you wish to use the telephone redemption procedure, you must select this feature on the New Account Application.
 
· Proceeds from telephone transactions will be mailed only to the names(s) and address of record and will only be executed if telephone redemptions are authorized on the account. Shareholders requesting Priority Mail or overnight delivery will be charged for this service.
 
· For your protection, telephone requests may be recorded in order to verify their accuracy. In addition, the transfer agent will employ reasonable measures to verify the identity of the caller, such as asking for name, account number, Social Security or other taxpayer ID number and other relevant information. If appropriate security measures are taken, the transfer agent is not responsible for any loss, damage, cost or expenses in acting on such telephone instructions.
 
· The Fund may terminate the telephone procedures at any time.
 
· During periods of extreme market activity it is possible that you may encounter some difficulty in reaching us by telephone. If you are unable to reach us by telephone, you may request a redemption by mail or leave a message and a client services representative will return your call promptly. Please do not leave trade instructions on voicemail as these requests will not be honored.
 
When making your initial investment in a Fund, you may choose to participate in the Systematic Withdrawal Program. This program allows you to automatically sell your shares and receive regular distributions from your account. For more information about the Systematic Withdrawal Program, see Other Client Services – Systematic Withdrawal Program.
 
Medallion Signature Guarantee. Some circumstances require that your request to redeem shares be made in writing accompanied by an original Medallion Signature Guarantee. A Medallion Signature Guarantee helps protect you against fraud. You can obtain a Medallion Signature Guarantee from most banks or securities dealers, but not from a notary public. You should verify with the institution that it is an eligible guarantor prior to signing. The three recognized medallion programs are Securities Transfer Agent Medallion Program (STAMP), Stock Exchanges Medallion Program (SEMP) and New York Stock Exchange, Inc. Medallion Signature Program (MSP). Your redemption request must be made in writing and include a Medallion Signature Guarantee if any of the following situations apply:
 
· Your account registration or account address has changed within the last 30 days;
 
· The check is being mailed to a different address than the one on your account (address of record);
 
· The check is being made payable to someone other than the account owner;
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· The redemption proceeds are being transferred to a Fund account with a different registration;
 
· The redemption proceeds are being wired to, or you provide ACH transfer instructions for, a bank account other than a bank account of record;
 
· Any redemption request from a deceased shareholder’s account.
 
You will be notified within two business days of any rejection.

When Redemptions Are Effective. Redemption requests received by a Fund or an authorized financial intermediary before 4:00 p.m. ET (or before the NYSE closes if it closes before 4:00 p.m. ET.) will be effective that day. Redemption requests received by a Fund or an authorized financial intermediary after the close of trading on the NYSE are processed at the NAV determined on the following business day. The price you will receive when you redeem your shares will be the NAV next determined after the Fund receives your properly completed redemption request.

The proceeds may be more or less than the purchase price of your shares, depending on the market value of the Fund’s securities at the time your redemption request is received. A financial intermediary or fund may charge a transaction fee to redeem shares.

When Redemptions Are Made. You may receive redemption proceeds by check, ACH, or direct deposit into your bank account. In the event that ACH is impossible or impractical, the redemption proceeds will be sent by mail to the designated account. Amounts withdrawn by mail normally are sent by U.S. mail within one business day after the request is received, and are mailed no later than seven days after receipt of the redemption request. Amounts withdrawn by telephone normally are mailed or wired on the next bank business day following the date of the redemption request. You may change the bank account designated to receive redemptions. This may be done at any time upon written request to the Fund. In this case, your signature must be Medallion Signature guaranteed. Proceeds from the redemption of shares of the Money Market Fund normally will be wired the same day, if a request for a wire redemption is received prior to 12:00 Noon ET on any business day.

ACH Requests. You may request funds to be sent via ACH. Meeder Funds does not charge for this service. The Fund may hold proceeds for shares purchased by ACH up to three days and for shares purchased by check may be as long as ten business days until the purchase amount has been collected. In addition, if shares are purchased by check and there has been a recent address change on the account, the Fund’s transfer agent will not pay a redemption until reasonably satisfied the check used to purchase shares has been collected, which may take up to ten business days. To eliminate this delay, you may purchase shares of a Fund by certified check or wire.

As a special service, you may arrange to have amounts in excess of $3,000 wired in federal funds to a designated commercial bank account. To use this procedure, please designate on the New Account Application a bank and bank account number to receive the wired proceeds. The Fund reserves the right to charge $15 a wire at any time. The shareholder may also be charged a similar fee from the receiving bank.

Additional documentation may be required for redemptions by corporations, executors, administrators, trustees, guardians, or other fiduciaries.

If you hold shares in a Meeder Funds mutual fund account and your redemption check remains uncashed for more than one year, the check may be invested in additional shares of the Fund at the NAV next calculated on the day of the investment.

Emergency Circumstances. Meeder Funds can suspend or postpone payment of redemption proceeds up to seven calendar days. Meeder Funds may postpone or suspend payment of redemption proceeds after the seven calendar days when the NYSE is closed (or when trading is restricted) for any reason other than its customary weekend or holiday closing, such as emergency circumstances, as determined by the Securities and Exchange Commission. In the unlikely event that (a) the Money Market Fund, at the end of a business day, has invested less than 10% of its total assets in weekly liquid assets or (b) the Money Market Fund’s price per share as computed for the purpose of distribution, redemption and repurchase, rounded to the nearest 1%, has deviated from the stable price established by the Money Market Fund’s Board of Trustees or (c) the Money Market Fund’s Board of Trustees, including a majority of trustees who are not interested persons of the Money Market Fund as defined in the 1940 Act, determines that such a deviation is likely to occur, and the Board of Trustees, including a majority of trustees who are not interested persons of the Money Market Fund, irrevocably has approved the liquidation of the Money Market Fund, the Money Market Fund’s Board of Trustees has the authority to suspend redemptions of Money Market Fund shares.

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Check-writing Redemption Procedure (Money Market Fund Only): The Money Market Fund will provide a supply of checks to any shareholder when requested. These checks are mailed to your address of record normally within two to three weeks following the date of the initial account investment. These checks may be used to draw against your Money Market Fund account. Checks may be written in any amount greater than $100. To use this privilege you must complete the check-writing redemption feature on the New Account Application form and complete the signature card, or notify the Fund after making an initial investment. The Fund reserves the right to charge for Money Market Fund checkbook orders.

A commercial check package consisting of 300 checks is available for a nominal charge. If you are interested in a commercial check package, you should contact the Fund for additional information at 1-800-325-3539 or (614) 760-2159.

Checkbooks for new Money Market Fund account applications will not be ordered until the account application is in good order.

Checks are considered drafts. You may not be able to use them to get cash immediately from a bank and may not be able to use them to set up electronic banking or bill paying services. Do not make a check payable to cash.

When a check is presented to the bank for payment, the bank (as your agent) will cause the Fund to redeem sufficient shares to cover the amount of the check. Shares continue earning dividends until the day on which the check is presented to the bank for payment. Due to the delay caused by the requirement that redemptions be priced at the next computed net asset value, the bank will only accept checks for payment which are presented through normal bank clearing channels. If shares are purchased by check, the Fund’s transfer agent will return checks drawn on those shares, or any portion thereof, until the check(s) used to purchase the shares has cleared (subject to the ten business day hold). If you anticipate check redemptions soon after you purchase shares, you are advised to wire payment to avoid the return of any check(s). If the amount of the check is greater than the value of the shares held in your account, the check will be returned and your account will be charged a fee of $31. We reserve the right to change this fee at any time. To avoid the possibility that a check may not be accepted due to insufficient share balances, you should not attempt to withdraw the full amount of an account or to close out an account by using this procedure. If the signature on the check does not match the signature card completed prior to receiving a book of checks, the check will be rejected. The Money Market Fund, the transfer agent and the bank will not be liable for any loss or expenses associated with returned checks. Use of this procedure will be subject to the bank’s rules and regulations governing checking accounts.

Because it is not possible to determine your account’s value in advance, you should not write a check for the entire value of your account or try to close your account by writing a check.

You may request a stop payment on any check and the transfer agent will attempt to carry out your request. The transfer agent cannot guarantee that such efforts will be successful. Because the bank charges the Fund for this service, your account will be charged a $31 fee for any stop payment request that becomes effective. No fee, other than those specified above, will be charged to you for participation in the check-writing redemption procedure or for the clearance of any checks. We reserve to the right to change this fee at any time. The stop payment shall be effective for six months. The stop payment may be renewed for an additional six months if requested in writing.

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Accounts With Low Balances. The Fund incurs certain fixed costs in maintaining shareholder accounts. Therefore, if your account value is less than $2,500 ($400 for an IRA account; $9,000 for Asset Allocation Accounts), the account will be   subject to an annual fee of $25.00. You will receive notification 60 days prior to the date the fee is deducted. If the year to date average daily balance is above the minimums no charge will be assessed to the account. If you participate in the Automatic Account Builder Program, you will not be subject to the annual fee. This fee also will not be charged to group retirement accounts that are making continuing purchases and certain accounts held by broker-dealers through the National Securities Clearing Corporation.

Each Fund also reserves the right to redeem your shares and close your account if redemption activity brings the value of your account below $2,500 ($400 for an IRA account; $9,000 for Asset Allocation Accounts) or you have opened your account for less than the minimum purchase amount and do not purchase additional shares to meet the minimum balance requirement. In such cases, you will be notified and given at least 30 days to purchase additional shares before the account is closed. An involuntary redemption constitutes a sale. You should consult your tax adviser concerning the tax consequences of involuntary redemptions. You may purchase additional shares to increase the value of your account to the minimum amount within the 30-day period. Each share of a Fund also is subject to involuntary redemption at any time if the Funds’ Board determines to liquidate the Fund.

Incidental Costs. The only costs associated with the Fund are described in the Fund Expenses section and certain incidental fees associated with specific services on accounts. These fees include an annual maintenance fee of $10 assessed by the custodian for IRA and Coverdell ESA accounts and a $20 fee per account will be assessed to close out an IRA or Coverdell ESA balance at the time of redemption. We reserve the right to change any of the above fees after notice to you.

Meeder Funds may charge a fee for certain services, such as providing historical account documents and copies of checks.

Additional Information About Redemptions. Generally, all redemptions will be for cash. However, if you redeem shares worth $250,000 or more, each Fund reserves the right to pay part or all of your redemption proceeds in readily marketable securities instead of cash. The Funds reserve the right to request a Medallion Signature Guarantee request in writing for share redemptions valued $250,000 or more. If payment is made in securities, a Fund will value the securities selected in the same manner in which it computes its NAV. This process minimizes the effect of large redemptions on the Fund and its remaining shareholders. In the event a Fund makes an in-kind distribution, you could incur brokerage and transaction charges when converting the securities to cash.

Identity and Fraud Protection. On every shareholder request received, the transfer agent will employ reasonable measures to verify the identity of the initiator, such as requesting verification of account name, account number, SSN and other relevant information. If appropriate security measures are taken, the transfer agent is not responsible for any loss, damage, cost or expenses in acting on such instructions.

Please take precautions to protect yourself from fraud. It is important to keep your account information private, and immediately review any account statements or other information that are provided to you from Meeder Funds. Please contact Meeder Funds immediately about any transactions or changes to your account that you believe are unauthorized.

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EXCHANGE PRIVILEGE

 
You may exchange shares of a Fund for shares of the same share class of any other Fund within the Meeder Funds that is available for sale in your state at their respective NAVs. Exchanges are subject to applicable minimum initial and subsequent investment requirements. Before exchanging into a Fund read its Prospectus. There may be additional requirements if the following apply:

· You wish to register a new account in a different name;
 
· You wish to add telephone redemption or exchange privileges to an account; or
 
· You wish to have check-writing redemption privileges in a Money Market Fund account (A new account application is not required but will need a Medallion Signature Guarantee request by all registered account owners).
 
 Please call Meeder Funds Client Services at 1-800-325-3539 for more information.
 
Exchange requests may be directed to the Fund by mail, fax or telephone.

By Mail or Fax:
 
· Mail your exchange request to:
 
Meeder Funds
P.O. Box 7177
Dublin, Ohio 43017
 
· The exchange request must be signed exactly as your name appears on the Fund’s account records.
 
· Requests must be signed by all registered account owners and include account specific information like account number and tax identification.
 
 Any requests received via mail or fax may be verified by telephone with registered owners. For faxed requests, please fax to 614-766-6669.

By Telephone:
 
· You may make exchanges by telephone only if you selected the telephone redemption feature on your New Account Application
 
· Exchange requests may be made by telephone by calling 1-800-325-3539, or (614) 760-2159.
 
· Exchanges must be made within the same account number.
 
· To transfer shares from one account to another account, the registration of accounts must be identical or be subject to Medallion Signature Guarantee rules.
 
Exchange requests in good order received by a Fund or an authorized financial intermediary before 4:00 p.m. ET (or before the NYSE closes if it closes before 4:00 p.m. ET.) will be effective that day. The price you will receive will be the NAV next determined after the Fund receives your exchange request. Requests to exchange shares of the Money Market Fund for shares of another Fund must be received prior to 12:00 p.m./Noon, ET and will be effective the same day as receipt. Exchange requests received by the Fund or an authorized financial intermediary after the times listed above are processed at the NAV determined on the following business day.

The exchange of shares of one Fund for shares of another Fund is treated for federal income tax purposes as a sale of the shares redeemed. You may realize a taxable gain or loss on an exchange, and you should consult your tax adviser for further information concerning the tax consequences of an exchange. An exchange between classes of shares of the same Fund is not taxable for federal income tax purposes.

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An exchange may be delayed briefly if redemption proceeds are not immediately available for purchase of the newly acquired shares. The exchange privilege may be modified or terminated at any time. In addition, each Fund may reject any exchange request and limit your use of the exchange privilege.

OTHER CLIENT SERVICES

Automatic Account Builder

When making your initial investment in a Fund, you may choose to participate in the Funds’ Automatic Account Builder Program by completing the appropriate section of the New Account Application. Under the program, monthly or bi-monthly t he Funds’ transfer agent will electronically debit your checking or savings account at the financial institution identified on the account application for the amount of your purchase. Your bank must be a member of ACH. There is no charge by the Meeder Funds for this service. Your financial institution, however, may charge for debiting your account. It may take one to three business days to receive funds. You can change the amount or discontinue your participation in the program by phone or by written notice to the Fund at least seven business days prior to the next automatic investment date.

Direct Deposit

Investments of $100 or more may be directly deposited into your account. If you wish to have a financial institution electronically transfer funds into your account, you should contact the Fund for information on this service by calling 1-800-325-3539 or (614) 760-2159. There is no charge for this service, although the financial institution debiting your account may charge a fee for this service.

Systematic Withdrawal Program

This program allows you to automatically sell your shares and receive regular distributions of $100 or more from your account. You must either own or purchase shares having a value of at least $10,000 and advise the Fund in writing of the amount to be distributed and the desired frequency, i.e., monthly, quarterly or annually. This option may be selected by completing the appropriate section of the New Account Application. You should realize that if withdrawals exceed income dividends, the invested principal may be depleted. If the systematic withdrawal amount exceeds the account balance, the withdrawal will be processed for the remaining account balance and the account will be closed. You may make additional investments to the account and may change or stop the systematic withdrawal program at any time. There is no charge for this program.

Sub-accounting for Institutional Investors

A Fund’s optional sub-accounting system offers a separate shareholder account for each participant and a master account record for the institution. Share activity is thus recorded and statements prepared for both individual sub-accounts and for the master account. For more complete information concerning this program contact the Fund.

80

SHORT-TERM TRADING POLICY

Each Fund (except for the Money Market Fund) discourages short-term or excessive trading and will seek to restrict or reject such trading or take other action as the Adviser or the transfer agent determines to be appropriate, in accordance with policies adopted by the Funds’ Board. Depending on various factors, including the size of a Fund, the amount of assets the portfolio manager typically maintains in cash equivalents and the dollar amount and frequency of trades, short-term or excessive trading may interfere with the efficient management of a Fund’s portfolio, increase a Fund’s transaction costs, administrative costs and taxes and/or impact Fund performance. Short-term traders seeking to take advantage of possible delays between the change in the value of a Fund’s portfolio holdings and the reflection of the change in the Fund’s NAV, sometimes referred to as “arbitrage market timing,” may, under certain circumstances, dilute the value of Fund shares if redeeming shareholders receive proceeds (and buying shareholders receive shares) based upon net asset values which do not reflect appropriate fair value prices.

The Funds will seek to reduce the risk of short-term trading by selectively reviewing on a continuous basis recent trading activity in order to identify trading activity that may be contrary to this short-term trading policy. If the Funds believe, in their sole discretion, that an investor is engaged in excessive short-term trading or is otherwise engaged in market timing activity, the Funds may, with or without prior notice to the investor, reject further purchase orders from that investor, and disclaim responsibility for any consequent losses that the investor may incur. Alternatively, the Funds may limit the amount, number or frequency of any future purchases and/or the method by which an investor may request future purchases and redemptions, including purchases and/or redemptions by an exchange or transfer between the Funds and any other mutual fund. The Funds’ response to any particular market timing activity will depend on the facts and circumstances of each case, such as the extent and duration of the market timing activity and the investor’s trading history in the Funds. Although this method of reducing the risk of short-term trading involves judgments that are inherently subjective and involve some selectivity in their application, the Funds seek to make judgments and applications that are consistent with the interests of the Funds’ shareholders. While the Funds cannot guarantee the prevention of all excessive trading and market timing, by making these judgments the Funds believe they are acting in a manner that is in the best interests of shareholders. The Funds’ excessive trading policies generally do not apply to systematic purchases and redemptions.

As an investor, you are subject to this policy whether you are a direct shareholder of the Funds or investing indirectly in the Funds through a financial intermediary such as a broker-dealer, a bank, an insurance company separate account, an investment adviser, an administrator or trustee of an IRS recognized tax-deferred savings plan, such as a 401(k) retirement plan, that maintains an omnibus account with the Funds for trading on behalf of its customers. The Funds have entered into information sharing agreements with such financial intermediaries under which the financial intermediaries are obligated to: (1) enforce during the term of the agreement, a market-timing policy, the terms of which are acceptable to the Funds; (2) furnish the Funds, upon request, with information regarding customer trading activities in shares of the Funds; and (3) enforce the Funds’ market-timing policy with respect to customers identified by the Funds as having engaged in market timing. The Funds apply these policies and procedures to all shareholders believed to be engaged in market timing or excessive trading. The Funds have no arrangements to permit any investor to trade frequently in shares of the Funds, nor will they enter into any such arrangements in the future.
 
Financial intermediaries maintaining omnibus accounts with the Funds may impose market timing policies that are more restrictive than the market timing policy adopted by the Funds’ Board. For instance, these financial intermediaries may impose limits on the number of purchase and sale transactions that an investor may make over a set period of time and impose penalties for transactions in excess of those limits. Financial intermediaries also may exempt certain types of transactions from these limitations. If you purchased your shares through a financial intermediary, you should read carefully any materials provided by the financial intermediary together with this Prospectus to fully understand the market timing policies applicable to you.
81

DISTRIBUTION AND SHAREHOLDER SERVICE FEES

Distribution Plan. The Board of Trustees of the Funds has adopted, on behalf of the Retail Class Shares of the Fund, a shareholder distribution plan pursuant to Rule 12b-1 under the 1940 Act (“Distribution Plan”). The Distribution Plan adopted for the Retail Class Shares and the Institutional Share Class of the Money Market Fund allows the Fund to use part of its assets to pay for the sale and distribution of the Shares, including advertising, marketing and other promotional activities as well as shareholder servicing. For these services, the Fund has authorized its agents or distributors to pay a distribution fee at the rates set forth below to financial intermediaries or other parties who have entered into selling or shareholder distribution agreements with the Funds, its agents or distributors. The Funds may also pay a portion of this fee to the Distributor for costs incurred in connection with the distribution, sale or promotion of the Retail Share Class. Under the Distribution Plan, the Funds may pay a distribution fee up to the following annualized rate for each of the following Retail share classes:
 
Share Class
Percentage of A verage
Daily Net Assets
Global Opportunities Fund (formerly Strategic Growth Fund)
0.25%
Aggressive Growth Fund
0.25%
Dividend Opportunities Fund
0.25%
Dynamic Growth Fund
0.25%
Quantex Fund
0.20%
Balanced Fund
0.25%
Muirfield Fund
0.20%
Spectrum Fund
0.25%
Total Return Bond Fund
0.25%
Money Market Fund – Retail Class
0.20%
Money Market Fund – Institutional Class
0.03%

Because the Distribution Fees are paid out of the Funds’ assets on an on-going basis, the fees under the Distribution Plan will, over time, increase the cost of investing in the Fund and cost investors more than other types of sales charges.

Shareholder Services Plan. The Board of Trustees of the Funds has also adopted, on behalf of Funds, a shareholder services plan (“Shareholder Services Plan”). Under the Plan, the various share classes of the Funds except the Money Market Fund bear a service fee at the rates set forth below on an annualized basis. Shareholder Services Fees are paid in exchange for support services provided to shareholders including, but not limited to, responding to customer inquiries, processing payments, providing statements, and maintaining shareholder accounts and records. Shareholder Service fees may be paid by the Funds’ agent or Distributor to financial intermediaries that have entered into shareholder services or similar agreements with the Funds or its agents. Payments under the Shareholder Services Plan are an operating expense of the Funds. Shareholder Services Fees vary according to the agreement and services provided and are committed to the discretion of the Funds’ agent or Distributor up to the following amounts of the Funds’ daily net assets attributable to each class of shares on an annualized basis:

82

 
Share Class
Shareholder
Services Fee
Retail Class
0.20%
Adviser Class
0.25%
Institutional Class
0.10%

Additional Compensation. On occasion, the Distributor, the Adviser or its affiliates may make payments out of their own resources, without reimbursement from the Fund, to financial intermediaries and other persons as incentives to market the Funds, to cooperate with the Adviser’s promotional efforts, to support distribution of shares of the fund or provide services to Fund shareholders. These payments are often referred to as “additional cash compensation” and are in addition to the Distribution and Shareholder Services Fees. These payments include fixed charges for establishing access to a Fund’s shares on particular trading systems as well as basis point payments on gross or net sales for the range of services that may otherwise be covered by Distribution or Shareholder Services Plan.

Payments to Financial Intermediaries. If you purchase shares of the Fund through a financial intermediary, the broker, representative or financial intermediary through whom you made the purchase may have received a portion of the Distribution Fee or Additional Compensation described above. These payments may create a conflict of interest by influencing the broker, representative or financial intermediary to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s web site for more information.
 
DIVIDENDS AND DISTRIBUTIONS
 
Investment Income and Capital Gains . Each Fund may earn dividends and interest (i.e., investment income) on its investments. In addition, when a Fund sells a security for a price that is higher than it paid, it records a gain. When a Fund sells a security for a price that is lower than it paid, it records a loss. If a Fund has held the security for more than one year, the gain or loss will be a long-term capital gain or loss. If a Fund has held the security for one year or less, the gain or loss will be a short-term capital gain or loss. The Fund’s gains and losses are netted together to produce net capital gains or net capital losses. As a shareholder, you will receive your share of a Fund’s investment income and net capital gains.

Distributions. Each Fund’s net investment income and short-term capital gains are paid to you as ordinary dividends. Each Fund’s long-term capital gains are paid to you as capital gain distributions. If the Fund pays you an amount in excess of its income and gains, this excess will generally be treated as a non-taxable return of capital. These amounts, taken together, are what we call the Fund’s “distributions”. The Total Return Bond Fund, Dividend Opportunities Fund and Money Market Fund distribute substantially all of their net investment income as dividends to shareholders on a monthly basis. The Muirfield Fund, Spectrum Fund, Quantex Fund TM , Aggressive Growth Fund, Dynamic Growth Fund, Balanced Fund and Global Opportunities Fund (formerly Strategic Growth Fund) distribute substantially all of their net investment income as dividends to shareholders on a quarterly basis. All Funds distribute capital gains, if any, annually. A Fund may distribute income dividends and capital gains more frequently, if necessary, in order to reduce or eliminate federal excise or income taxes on the Fund. The amount of any distribution varies and there is no guarantee the Fund will pay either income dividends or capital gain distributions.

Investments in the Money Market Fund received by the Fund or a financial intermediary prior to 12:00 noon ET will begin earning dividends on the day received, provided the Fund receives “federal funds” by the close of the Federal Reserve wire transfer system that day. Purchase orders which are received after 12:00 noon ET, or for which wire payment is not received, are effective the following day. Investments in the Money Market Fund made by check are credited to shareholder accounts, and begin to earn dividends, on the next business day following receipt.

83

Dividend Reinvestment. Most investors have their dividends reinvested in additional shares of the same Fund or another owned fund meeting the fund minimum requirements. If you choose this option, or if you do not indicate any choice, your dividends will be reinvested in additional shares of the same Fund at the applicable NAV on the dividend payable date. Alternatively, you can choose to have a check for your dividends mailed to you. However, if the check is not deliverable or the check is not cashed within six months of the date of the check, your check may be invested in additional shares of the same Fund at the NAV next calculated on the day of the investment. Dividend distributions of less than $10 are automatically reinvested in the Fund and cannot be paid in cash. The $10 dividend distribution threshold applies to all account types including IRAs. You may elect to have distributions $10 and over on shares held in IRAs paid in cash only if you are 59 1/2 years old or permanently and totally disabled or if you otherwise qualify under the applicable plan.
 
TAXES
 
The following information is provided to help you understand the federal income taxes you may have to pay on income dividends and capital gains distributions from the Fund, as well as on gains realized from your redemption of Fund shares. This discussion is not intended or written to be used as tax advice. Because everyone’s tax situation is unique, you should consult your tax professional about federal, state, local or foreign tax consequences before making an investment in the Fund.
 
The Funds intend to qualify each year as a “regulated investment company” under Subchapter M of the Internal Revenue Code of 1986, as amended. By so qualifying, the Funds will not be subject to federal income taxes to the extent that it distributes substantially all of its net investment income and any realized capital gains. Foreign governments may impose taxes on the income and gains from a Fund’s investments in foreign securities. These taxes will reduce the amount of the Fund’s distributions to you.
 
Taxation of Distributions. Distributions from the Funds (both taxable income dividends and capital gains) are normally taxable to you as ordinary income or long-term capital gains, regardless of whether you reinvest these distributions or receive them in cash (unless you hold shares in a qualified tax-deferred plan or account or are otherwise not subject to federal income tax). Due to the nature of the investment strategies used, distributions by the Muirfield Fund, Spectrum Fund, Quantex Fund, Aggressive Growth Fund, Dynamic Growth Fund, Dividend Opportunities Fund, Balanced Fund and Global Opportunities Fund (formerly Strategic Growth Fund)   (the “Funds”), generally are expected to consist primarily of net capital gains and distributions by the Money Market Fund are expected to consist primarily of ordinary income; however, the nature of a Fund’s distributions could vary in any given year.

At the end of the calendar year, the Funds will send to you an Internal Revenue Service Form 1099 setting forth the amount of ordinary dividends, capital gain distributions and non-taxable distributions you received from the Fund in the prior year. This statement will include distributions declared in December and paid to you in January of the current year, but which are taxable as if paid on December 31 of the prior year. The IRS requires you to report these amounts on your income tax return for the prior year.
 
For federal income tax purposes, distributions of net investment income are taxable generally as ordinary income. Dividends of net investment income paid to a non-corporate U.S. shareholder during a taxable year beginning before January 1, 2011 that are properly designated as qualified dividend income will generally be taxable to such shareholder at a maximum rate of 20%. The amount of dividend income that may be so designated by the Fund generally will be limited to the aggregate of the eligible dividends received by the Fund. In addition, the Fund must meet certain holding period and other requirements with respect to the shares on which the Fund received the eligible dividends, and the non-corporate U.S. shareholder must meet certain holding period and other requirements with respect to Fund Shares. Dividends of net investment income that are not designated as qualified dividend income will be taxable as ordinary income.

Distributions of net capital gain (that is, the excess of the net gains from the sale of investments that the Fund owned for more than one year over the net losses from investments that the Fund owned for one year or less) that are properly designated by the Fund as capital gain dividends will be taxable as long-term capital gain regardless of how long you have held your shares in the Fund. Capital gain dividends of a non-corporate U.S. shareholder recognized during a taxable year beginning before January 1, 2011 generally will be taxed at a maximum rate of 20%. Distributions of net short-term capital gain (that is, the excess of any net short-term capital gain over net long-term capital loss), if any, will be taxable to shareholders as ordinary income. Capital gain of a corporate shareholder is taxed at the same rate as ordinary income.

84

For taxable years beginning after December 31, 2012, an additional 3.8% Medicare tax generally will be imposed on certain net investment income of non-corporate taxpayers, including dividends and capital gain distributions received from the Fund and gains from the sale of shares, including redemptions.

A Fund may incur net capital losses, which can be carried forward to subsequent tax years. These loss carry forwards may be applied against subsequent capital gains within the Funds, thus reducing or eliminating capital gains distributions to shareholders of those Funds. Information regarding capital loss carry forwards, if any, including the amount available and the expiration date, can be found in the Meeder Funds Annual Report.

U.S. Government Interest. Many states grant tax-free status to dividends paid from interest earned on direct obligations of the U.S. Government, subject to certain restrictions. The Funds will provide you with information at the end of each calendar year on the amount of any such dividends that may qualify for exemption from reporting on your individual income tax returns.

State Taxes. Ordinary dividends and capital gain distributions that you receive from the Funds and gains arising from redemptions or exchanges of your Funds shares will generally be subject to state and local income tax. The holding of Funds shares may also be subject to state and local intangibles taxes. You may wish to contact your tax adviser to determine the state and local tax consequences of your investment in the Funds.

Distributions to Retirement Plans. Fund distributions received by your qualified retirement plan, such as a 401(k) plan or IRA, are generally tax-deferred; this means that you are not required to report Fund distributions on your income tax return when paid to the plan, but you will be required to report Fund distributions on your income tax return when your qualified plan makes payments directly to you. In general, these plans or accounts are governed by complex tax rules. In addition, s pecial rules apply to payouts from Roth IRAs. You should ask your tax adviser or plan administrator for more information about your tax situation, including possible state or local taxes.

Dividends-Received Deduction. Corporate investors may be entitled to a dividends-received deduction on a portion of the ordinary dividends they receive from a Fund.

Buying a Dividend. If you are a taxable investor and invest in a Fund shortly before it makes a capital gain distribution, some of your investment may be returned to you in the form of a taxable distribution. Fund distributions will reduce a Fund’s NAV per share. Therefore, if you buy shares after a Fund has experienced capital appreciation but before the record date of a distribution of those gains, you may pay the full price for the shares and then effectively receive a portion of the purchase price back as a taxable distribution. This is commonly known as “buying a dividend.”

Selling Shares. Selling your shares may result in a realized capital gain or loss, which is subject to federal income tax. For individuals, any long-term capital gains you realize from selling Fund shares currently are taxed at a maximum rate of 20%. Short-term capital gains are taxed at ordinary income tax rates. You or your tax adviser should track your purchases, tax basis, sales and any resulting gain or loss. If you redeem Fund shares for a loss, you may be able to use this capital loss to offset any other capital gains you have.

Backup Withholding. By law, you may be subject to backup withholding on a portion of your taxable distributions and redemption proceeds unless you provide your correct Social Security or taxpayer identification number and certify that (1) this number is correct, (2) you are not subject to backup withholding, and (3) you are a U.S. person (including a U.S. resident alien). You also may be subject to withholding if the Internal Revenue Service instructs us to withhold a portion of your distributions or proceeds. When withholding is required, the amount is 28% of any distributions or proceeds paid. You should be aware that a Fund may be fined $50 annually by the Internal Revenue Service for each account for which a certified taxpayer identification number is not provided. In the event that such a fine is imposed with respect to a specific account in any year, the applicable Fund may make a corresponding charge against the account.
85

SHAREHOLDER REPORTS AND OTHER INFORMATION

Statements, Reports and Prospectuses. The Funds or your financial intermediary will send you quarterly account statements and other Fund materials and reports. If you have an account directly with the Meeder Funds, you may elect to receive electronic copies of account statements, Prospectuses, shareholder reports and other Fund information. To select this option, visit www.meederfunds.com and enroll in the Meeder Funds electronic delivery program. After enrolling and activating your account, you will receive e-mail notifications when Fund documents are available to be viewed and downloaded. You also may view your accounts online, as well as obtain account transactions and balance information at www.meederfunds.com .

In addition, the Funds or your financial intermediary will send you an immediate transaction confirmation statement after every non-systematic transaction, except transactions for the Money Market Fund. The Funds or your financial intermediary will send you a monthly confirmation statement for all transactions for the Money Market Fund unless the only transactions are dividends. Your confirmation statement will be mailed or available within five business days following month/quarter end.

Householding. To avoid sending duplicate copies of materials to households, the Funds will mail only one copy of each Prospectus, annual and semi-annual report and annual notice of the Funds’ privacy policy to shareholders having the same last name and address. The consolidation of these mailings, called “householding”, benefits the Funds by reducing mailing expense. If you want to receive multiple copies of these materials, you may write to Mutual Funds Service Co. at 6125 Memorial Drive, Dublin, OH 43017 or call 1-800-325-3539. Individual copies of Prospectuses, reports and privacy notices will be sent to you commencing within 30 days after Mutual Funds Service Co. receives your request to stop householding.

FINANCIAL HIGHLIGHTS

The financial highlights tables are intended to help you understand the Funds’ financial performance for the past 5 years (or, if shorter, the period of the Funds’ operations). Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Funds (assuming reinvestment of all dividends and distributions). The financial highlights have been audited by Cohen Fund Audit Services, Ltd., Independent Registered Public Accounting Firm, whose report, along with the Funds’ financial statements, are included in the annual report, which is available upon request.
86

GLOBAL OPPORTUNITIES FUND (1)(2)
(formerly Strategic Growth Fund)

   
2015
   
2014
   
2013
   
2012
   
2011
 
Net Asset Value, Beginning of Year
 
$
10.38
   
$
11.36
   
$
10.07
   
$
8.90
   
$
9.71
 
                                         
Income from Investment Operations
                                       
Net Investment Income (3)
   
0.04
     
0.06
     
0.04
     
0.00
     
(0.04
)
Net Gains (losses) on Securities, Futures, and Options (both realized and unrealized)
   
(0.79
)
   
0.58
     
2.34
     
1.17
     
(0.77
)
Total from Investment Operations
   
(0.75
)
   
0.64
     
2.38
     
1.17
     
(0.81
)
                                         
Less Distributions
                                       
From Net Investment Income
   
(0.04
)
   
(0.16
)
   
(0.05
)
   
0.00
     
0.00
 
From Net Capital Gains
   
(0.25
)
   
(1.46
)
   
(1.04
)
   
0.00
     
0.00
 
Total Distributions
   
(0.29
)
   
(1.62
)
   
(1.09
)
   
0.00
     
0.00
 
                                         
Net Asset Value, End of Year
 
$
9.34
   
$
10.38
   
$
11.36
   
$
10.07
   
$
8.90
 
                                         
Total Return (Assumes Reinvestment of Distributions)
   
(7.21
%)
   
5.87
%
   
23.82
%
   
13.15
%
   
(8.34
%)
                                         
Ratios/Supplemental Data
                                       
Net Assets, End of Year ($000)
 
$
106,422
   
$
109,845
   
$
91,769
   
$
79,446
   
$
84,672
 
Ratio of Net Expenses to Average Net Assets
   
1.19
%
   
1.23
%
   
1.23
%
   
1.39
%
   
1.39
%
Ratio of Net Investment Income (Loss) to Average Net Assets
   
0.42
%
   
0.54
%
   
0.36
%
   
(0.05
%)
   
(0.37
%)
Ratio of Expenses to Average Net Assets after Reductions and Recoupment of Fees, Excluding Commissions Recaptured and Fees Received from Custodian
   
1.42
%
   
1.37
%
   
1.40
%
   
1.42
%
   
1.48
%
Ratio of Expenses to Average Net Assets Before Reductions
   
1.50
%
   
1.51
%
   
1.58
%
   
1.58
%
   
1.58
%
Portfolio Turnover Rate
   
170
%
   
143
%
   
231
%
   
86
%
   
166
%

(1)
Ratio of net expenses to average net assets, ratio of net investment income (loss) to average net assets, ratio of expenses to average net assets after reductions and recoupment of fees, excluding commissions recaptured and fees received from custodian, and ratio of expenses to average net assets before reductions do not include impact of expenses of the underlying security holdings as represented in the schedule of investments.

(2)
Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.

(3)
Net investment income per share is based on average shares outstanding during the period.

87

AGGRESSIVE GROWTH FUND (1)(2)

   
2015
   
2014
   
2013
   
2012
   
2011
 
Net Asset Value, Beginning of Year
 
$
10.47
   
$
10.91
   
$
8.44
   
$
7.40
   
$
7.97
 
                                         
Income from Investment Operations
                                       
Net Investment Income (3)
   
0.03
     
(0.00
)
   
(0.00
)*
   
(0.03
)
   
(0.07
)
Net Gains (losses) on Securities, Futures and Options (both realized and unrealized)
   
(0.48
)
   
1.43
     
2.56
     
1.07
     
(0.50
)
Total from Investment Operations
   
(0.45
)
   
1.43
     
2.56
     
1.04
     
(0.57
)
                                         
Less Distributions
                                       
From Net Investment Income
   
(0.03
)
   
(0.08
)
   
0.00
     
0.00
     
0.00
 
From Net Capital Gains
   
(0.35
)
   
(1.79
)
   
(0.09
)
   
0.00
     
0.00
 
Total Distributions
   
(0.38
)
   
(1.87
)
   
(0.09
)
   
0.00
     
0.00
 
                                         
Net Asset Value, End of Year
 
$
9.64
   
$
10.47
   
$
10.91
   
$
8.44
   
$
7.40
 
                                         
Total Return (Assumes Reinvestment of Distributions)
   
(4.35
%)
   
13.49
%
   
30.40
%
   
14.05
%
   
(7.15
%)
                                         
Ratios/Supplemental Data
                                       
Net assets, End of Year ($000)
 
$
78,211
   
$
84,847
   
$
64,608
   
$
38,939
   
$
32,167
 
Ratio of Net Expenses to Average Net Assets
   
1.18
%
   
1.33
%
   
1.35
%
   
1.59
%
   
1.59
%
Ratio of Net Investment Income (Loss) to Average Net Assets
   
0.24
%
   
0.00
%
   
(0.03
%)
   
(0.44
%)
   
(0.73
%)
Ratio of Expenses to Average Net Assets after Reductions and Recoupment of Fees, Excluding Commissions Recaptured and Fees Received from Custodian
   
1.56
%
   
1.59
%
   
1.57
%
   
1.62
%
   
1.65
%
Ratio of Expenses to Average Net Assets Before Reductions
   
1.58
%
   
1.60
%
   
1.65
%
   
1.74
%
   
1.70
%
Portfolio turnover rate
   
283
%
   
239
%
   
272
%
   
167
%
   
224
%

(1)
Ratio of net expenses to average net assets, ratio of net investment income (loss) to average net assets, ratio of expenses to average net assets after reductions and recoupment of fees, excluding commissions recaptured and fees received from custodian, and ratio of expenses to average net assets before reductions do not include impact of expenses of the underlying security holdings as represented in the schedule of investments.

(2)
Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.

(3)
Net investment income per share is based on average shares outstanding during the period.

*
Actual amounts were less than one-half of a cent per share.
88

DIVIDEND OPPORTUNITIES FUND   (1)(2)(3)(4)
 
     
2015*
 
Net Asset Value, Beginning of Period
 
$
10.00
 
         
Income from Investment Operations
       
Net Investment Income (3)
   
0.18
 
Net Gains (losses) on Securities, Futures and Options (both realized and unrealized)
   
(0.59
)
Total from Investment Operations
   
(0.41
)
         
Less Distributions
       
From Net Investment Income
   
(0.09
)
From Net Capital Gains
   
0.00
 
Total Distributions
   
(0.09
)
Net Asset Value, End of Period
 
$
9.50
 
         
Total Return (Assumes Reinvestment of Distributions)
   
(4.15
%)
         
Ratios/Supplemental Data
       
Net assets, End of Year ($000)
 
$
42,099
 
Ratio of Net Expenses to Average Net Assets
   
1.26
%
Ratio of Net Investment Income (Loss) to Average Net Assets
   
1.80
%
Ratio of Expenses to Average Net Assets after Reductions and Recoupment of Fees, Excluding Commissions Recaptured and Fees Received from Custodian
   
1.66
%
Ratio of Expenses to Average Net Assets Before Reductions
   
1.85
%
Portfolio Turnover Rate
   
70
%

(1)
Ratio of net expenses to average net assets, ratio of net investment income (loss) to average net assets, ratio of expenses to average net assets after reductions and recoupment of fees, excluding commissions recaptured and fees received from custodian, and ratio of expenses to average net assets before reductions do not include impact of expenses of the underlying security holdings as represented in the schedule of investments.

(2)
Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.

(3)
Net investment income per share is based on average shares outstanding during the period.

(4)
Ratio of net expenses to average net assets, ratio of net investment income (loss) to average net assets, ratio of average net assets after reductions and recoupment of fees, excluding commissions recaptured, and ratio of expenses to average net assets before reductions are annualized for periods of less than one full year.

*
Commenced operations on June 30, 2015.
89

DYNAMIC GROWTH FUND (1)(2)

   
2015
   
2014
   
2013
   
2012
   
2011
 
Net Asset Value, Beginning of Year
 
$
10.02
   
$
10.35
   
$
8.80
   
$
7.68
   
$
8.14
 
                                         
Income from Investment Operations
                                       
Net Investment Income (3)
   
0.05
     
0.04
     
0.02
     
(0.00
)
   
(0.01
)
Net Gains (losses) on Securities, Futures and Options (both realized and unrealized)
   
(0.40
)
   
1.25
     
2.74
     
1.12
     
(0.45
)
Total from Investment Operations
   
(0.35
)
   
1.29
     
2.76
     
1.12
     
(0.46
)
                                         
Less Distributions
                                       
From Net Investment Income
   
(0.05
)
   
(0.30
)
   
(0.02
)
   
0.00
     
0.00
 
From Net Capital Gains
   
(0.26
)
   
(1.32
)
   
(1.19
)
   
0.00
     
0.00
 
Total Distributions
   
(0.31
)
   
(1.62
)
   
(1.21
)
   
0.00
     
0.00
 
                                         
Net Asset Value, End of Year
 
$
9.36
   
$
10.02
   
$
10.35
   
$
8.80
   
$
7.68
 
                                         
Total Return (Assumes Reinvestment of Distributions)
   
(3.46
%)
   
12.80
%
   
31.61
%
   
14.58
%
   
(5.65
%)
                                         
Ratios/Supplemental Data
                                       
Net Assets, End of Year ($000)
 
$
116,559
   
$
141,638
   
$
102,926
   
$
91,977
   
$
90,902
 
Ratio of Net Expenses to Average Net Assets
   
1.19
%
   
1.22
%
   
1.22
%
   
1.39
%
   
1.39
%
Ratio of Net Investment Income (Loss) to Average Net Assets
   
0.47
%
   
0.40
%
   
0.20
%
   
(0.04
%)
   
(0.08
%)
Ratio of Expenses to Average Net Assets after Reductions and Recoupment of Fees, Excluding Commissions Recaptured and Fees Received from Custodian
   
1.48
%
   
1.45
%
   
1.39
%
   
1.42
%
   
1.46
%
Ratio of Expenses to Average Net Assets before Reductions
   
1.54
%
   
1.54
%
   
1.58
%
   
1.57
%
   
1.57
%
Portfolio Turnover Rate
   
245
%
   
230
%
   
276
%
   
154
%
   
176
%

(1)
Ratio of net expenses to average net assets, ratio of net investment income (loss) to average net assets, ratio of expenses to average net assets after reductions and recoupment of fees, excluding commissions recaptured and fees received from custodian, and ratio of expenses to average net assets before reductions do not include impact of expenses of the underlying security holdings as represented in the schedule of investments.

(2)
Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.

(3)
Net investment income per share is based on average shares outstanding during the period.
90

QUANTEX FUND

   
2015
   
2014
   
2013
   
2012
   
2011
 
Net Asset Value, Beginning of Year
 
$
35.20
   
$
35.04
   
$
25.46
   
$
21.84
   
$
22.77
 
                                         
Income from Investment Operations
                                       
Net Investment Income (1)
   
0.17
     
0.13
     
0.09
     
0.07
     
0.00
*
Net Gains (losses) on Securities, Futures, and Options (both realized and unrealized)
   
(2.78
)
   
3.11
     
10.45
     
3.63
     
(0.92
)
Total from Investment Operations
   
(2.61
)
   
3.24
     
10.54
     
3.70
     
(0.92
)
                                         
Less Distributions
                                       
From Net Investment Income
   
(0.17
)
   
(0.40
)
   
(0.08
)
   
(0.08
)
   
(0.01
)
From Net Capital Gains
   
(4.58
)
   
(2.68
)
   
(0.88
)
   
0.00
     
0.00
 
Total Distributions
   
(4.75
)
   
(3.08
)
   
(0.96
)
   
(0.08
)
   
(0.01
)
                                         
Net Asset Value, End of Year
 
$
27.84
   
$
35.20
   
$
35.04
   
$
25.46
   
$
21.84
 
                                         
Total Return (Assumes Reinvestment of Distributions)
   
(7.68
%)
   
9.48
%
   
41.54
%
   
16.93
%
   
(4.05
%)
                                         
Ratios/Supplemental Data
                                       
Net Assets, End of Year ($000)
 
$
58,883
   
$
61,834
   
$
44,476
   
$
23,306
   
$
17,434
 
Ratio of Net Expenses to Average Net Assets
   
1.09
%
   
1.44
%
   
1.52
%
   
1.60
%
   
1.62
%
Ratio of Net Investment Income (Loss) to Average Net Assets
   
0.46
%
   
0.36
%
   
0.27
%
   
0.29
%
   
0.01
%
Ratio of Expenses to Average Net Assets after Reductions, Excluding Commissions Recaptured and Fees Received from Custodian
   
1.26
%
   
1.52
%
   
1.58
%
   
1.61
%
   
1.62
%
Ratio of Expenses to Average Net Assets Before Reductions
   
1.75
%
   
1.78
%
   
1.94
%
   
2.06
%
   
2.06
%
Portfolio Turnover Rate
   
87
%
   
29
%
   
25
%
   
31
%
   
57
%

(1)
Net investment income per share is based on average shares outstanding during the period.

*
Actual amounts were less than one-half of a cent per share.
91

BALANCED FUND (1)(2)

   
2015
   
2014
   
2013
   
2012
   
2011
 
Net Asset Value, Beginning of Year
 
$
10.98
   
$
11.10
   
$
10.06
   
$
9.18
   
$
9.72
 
                                         
Income from Investment Operations
                                       
Net Investment Income (3)
   
0.09
     
0.10
     
0.09
     
0.07
     
0.13
 
Net Gains (losses) on Securities, Futures, and Options (both realized and unrealized)
   
(0.58
)
   
0.84
     
1.89
     
0.89
     
(0.57
)
Total from Investment Operations
   
(0.49
)
   
0.94
     
1.98
     
0.96
     
(0.44
)
                                         
Less Distributions
                                       
From Net Investment Income
   
(0.08
)
   
(0.27
)
   
(0.09
)
   
(0.08
)
   
(0.10
)
From Net Capital Gains
   
(0.05
)
   
(0.79
)
   
(0.85
)
   
0.00
     
0.00
 
Total Distributions
   
(0.13
)
   
(1.06
)
   
(0.94
)
   
(0.08
)
   
(0.10
)
                                         
Net Asset Value, End of Year
 
$
10.36
   
$
10.98
   
$
11.10
   
$
10.06
   
$
9.18
 
                                         
Total Return (Assumes Reinvestment of Distributions)
   
(4.47
%)
   
8.61
%
   
19.79
%
   
10.42
%
   
(4.49
%)
                                         
Ratios/Supplemental Data
                                       
Net Assets, End of Year ($000)
 
$
288,803
   
$
175,534
   
$
105,642
   
$
86,628
   
$
85,797
 
Ratio of Net Expenses to Average Net Assets
   
1.22
%
   
1.33
%
   
1.33
%
   
1.49
%
   
1.44
%
Ratio of Net Investment Income (Loss) to Average Net Assets
   
0.81
%
   
0.94
%
   
0.85
%
   
0.76
%
   
1.29
%
Ratio of Expenses to Average Net Assets after Reductions and Recoupment of Fees, Excluding Commissions Recaptured and Fees Received from Custodian
   
1.47
%
   
1.50
%
   
1.47
%
   
1.51
%
   
1.51
%
Ratio of Expenses to Average Net Assets Before Reductions
   
1.48
%
   
1.54
%
   
1.57
%
   
1.58
%
   
1.60
%
Portfolio Turnover Rate
   
246
%
   
180
%
   
217
%
   
168
%
   
164
%

(1)
Ratio of net expenses to average net assets, ratio of net investment income (loss) to average net assets, ratio of expenses to average net assets after reductions and recoupment of fees, excluding commissions recaptured and fees received from custodian, and ratio of expenses to average net assets before reductions do not include impact of expenses of the underlying security holdings as represented in the schedule of investments.

(2)
Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.

(3)
Net investment income per share is based on average shares outstanding during the period.
92

 MUIRFIELD FUND (1)(2)
 
   
2015
   
2014
   
2013
   
2012
   
2011
 
Net Asset Value, Beginning of Year
 
$
7.03
   
$
6.95
   
$
5.81
   
$
5.17
   
$
5.60
 
                                         
Income from Investment Operations
                                       
Net Investment Income (3)
   
0.02
     
0.01
     
0.01
     
(0.01
)
   
(0.01
)
Net Gains (losses) on Securities, Futures and Options (both realized and unrealized)
   
(0.41
)
   
0.81
     
1.75
     
0.65
     
(0.41
)
Total from Investment Operations
   
(0.39
)
   
0.82
     
1.76
     
0.64
     
(0.42
)
                                         
Less Distributions
                                       
From Net Investment Income
   
(0.02
)
   
(0.18
)
   
(0.01
)
   
0.00
     
(0.01
)
From Net Capital Gains
   
(0.15
)
   
(0.56
)
   
(0.61
)
   
0.00
     
0.00
 
Total Distributions
   
(0.17
)
   
(0.74
)
   
(0.62
)
   
0.00
     
(0.01
)
Net Asset Value, End of Year
 
$
6.47
   
$
7.03
   
$
6.95
   
$
5.81
   
$
5.17
 
                                         
Total Return (Assumes Reinvestment of Distributions)
   
(5.50
%)
   
12.12
%
   
30.46
%
   
12.38
%
   
(7.55
%)
                                         
Ratios/Supplemental Data
                                       
Net assets, End of Year ($000)
 
$
390,945
   
$
297,861
   
$
161,823
   
$
114,171
   
$
119,787
 
Ratio of Net Expenses to Average Net Assets
   
1.03
%
   
1.22
%
   
1.22
%
   
1.39
%
   
1.39
%
Ratio of Net Investment Income (Loss) to Average Net Assets
   
0.33
%
   
0.22
%
   
0.14
%
   
(0.12
%)
   
(0.11
%)
Ratio of Expenses to Average Net Assets after Reductions and Recoupment of Fees, Excluding Commissions Recaptured and Fees Received from Custodian
   
1.35
%
   
1.44
%
   
1.42
%
   
1.42
%
   
1.46
%
Ratio of Expenses to Average Net Assets Before Reductions
   
1.37
%
   
1.44
%
   
1.54
%
   
1.58
%
   
1.58
%
Portfolio Turnover Rate
   
277
%
   
238
%
   
260
%
   
154
%
   
189
%

(1)
Ratio of net expenses to average net assets, ratio of net investment income (loss) to average net assets, ratio of expenses to average net assets after reductions and recoupment of fees, excluding commissions recaptured and fees received from custodian, and ratio of expenses to average net assets before reductions do not include impact of expenses of the underlying security holdings as represented in the schedule of investments.

(2)
Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.

(3)
Net investment income per share is based on average shares outstanding during the period.
93

SPECTRUM FUND   (1)(2)
 
     
2015*
 
Net Asset Value, Beginning of Year
 
$
10.00
 
         
Income from Investment Operations
       
Net Investment Income (3)
   
(0.04
)
Net Gains (losses) on Securities, Futures and Options (both realized and unrealized)
   
(0.08
)
Total from Investment Operations
   
(0.12
)
         
Less Distributions
       
From Net Investment Income
   
0.00
 
From Net Capital Gains
   
(0.13
)
From Tax Return of Capital
   
(0.02
)
Total Distributions
   
(0.15
)
Net Asset Value, End of Year
 
$
9.73
 
         
Total Return (Assumes Reinvestment of Distributions)
   
(1.21
%)
         
Ratios/Supplemental Data
       
Net assets, End of Year ($000)
 
$
125,597
 
Ratio of Net Expenses to Average Net Assets
   
1.49
%
Ratio of Net Investment Income (Loss) to Average Net Assets
   
(0.36
%)
Ratio of Expenses to Average Net Assets after Reductions and Recoupment of Fees, Excluding Commissions Recaptured and Fees Received from Custodian
   
2.12
%
Ratio of Expenses to Average Net Assets Before Reductions
   
2.19
%
Portfolio Turnover Rate
   
161
%

(1)
Ratio of net expenses to average net assets, ratio of net investment income (loss) to average net assets, ratio of expenses to average net assets after reductions and recoupment of fees, excluding commissions recaptured and fees received from custodian, and ratio of expenses to average net assets before reductions do not include impact of expenses of the underlying security holdings as represented in the schedule of investments.

(2)
Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.

(3)
Net investment income per share is based on average shares outstanding during the period.

*
Commenced operations on January 1, 2015.
94

TOTAL RETURN BOND FUND (1)(2)(3)(4)

   
2015
   
2014
   
2013
   
2012
     
2011
*
Net Asset Value, Beginning of Period
 
$
9.63
   
$
9.77
   
$
10.15
   
$
9.73
   
$
10.00
 
                                         
Income from Investment Operations
                                       
Net Investment Income (5)
   
0.27
     
0.33
     
0.38
     
0.44
     
0.25
 
Net Gains (losses) on Securities, Futures, and Options (both realized and unrealized)
   
(0.51
)
   
(0.15
)
   
(0.38
)
   
0.41
     
(0.31
)
Total from Investment Operations
   
(0.24
)
   
0.18
     
(0.00
)
   
0.85
     
(0.06
)
                                         
Less Distributions
                                       
From Net Investment Income
   
(0.25
)
   
(0.32
)
   
(0.38
)
   
(0.43
)
   
(0.21
)
From Net Capital Gains
   
0.00
     
0.00
     
0.00
     
0.00
     
0.00
 
Total Distributions
   
(0.25
)
   
(0.32
)
   
(0.38
)
   
(0.43
)
   
(0.21
)
                                         
Net Asset Value, End of Period
 
$
9.14
   
$
9.63
   
$
9.77
   
$
10.15
   
$
9.73
 
                                         
Total Return (Assumes Reinvestment of Distributions)
   
(2.51
%)
   
1.78
%
   
0.01
%
   
8.93
%
   
(0.57
%)
                                         
Ratios/Supplemental Data
                                       
Net Assets, End of Year ($000)
 
$
214,618
   
$
143,046
   
$
90,080
   
$
76,001
   
$
56,998
 
Ratio of Net Expenses to Average Net Assets
   
0.88
%
   
0.99
%
   
0.99
%
   
0.99
%
   
0.99
%
Ratio of Net Investment Income (Loss) to Average Net Assets
   
2.71
%
   
3.39
%
   
3.87
%
   
4.45
%
   
4.97
%
Ratio of Expenses to Average Net Assets after Reductions and Recoupment of Fees, Excluding Commissions Recaptured and Fees Received from Custodian
   
1.01
%
   
1.02
%
   
1.01
%
   
1.00
%
   
1.06
%
Ratio of Expenses to Average Net Assets Before Reductions
   
1.03
%
   
1.13
%
   
1.19
%
   
1.23
%
   
1.36
%
Portfolio Turnover Rate
   
295
%
   
82
%
   
79
%
   
157
%
   
125
%

(1)
Ratio of net expenses to average net assets, ratio of net investment income (loss) to average net assets, ratio of expenses to average net assets after reductions and recoupment of fees, excluding commissions recaptured and fees received from custodian, and ratio of expenses to average net assets before reductions do not include impact of expenses of the underlying security holdings as represented in the schedule of investments.

(2)
Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.

(3)
Total return and portfolio turnover rate are not annualized for periods of less than one full year.

(4)
Ratio of net expenses to average net assets, ratio of net investment income (loss) to average net assets, ratio of average net assets after reductions and recoupment of fees, excluding commissions recaptured, and ratio of expenses to average net assets before reductions are annualized for periods of less than one full year.

(5)
Net investment income per share is based on average shares outstanding during the period.
 
*
Commenced operations June 30, 2011.
95

MONEY MARKET FUND - RETAIL CLASS

   
2015
   
2014
   
2013
   
2012
   
2011
 
Net Asset Value, Beginning of Year
 
$
1.00
   
$
1.00
   
$
1.00
   
$
1.00
   
$
1.00
 
                                         
Income from Investment Operations
                                       
Net Investment Income
   
0.001
     
0.001
     
0.001
     
0.001
     
0.001
 
Total from Investment Operations
   
0.001
     
0.001
     
0.001
     
0.001
     
0.001
 
                                         
Less Distributions
                                       
From Net Investment Income
   
(0.001
)
   
(0.001
)
   
(0.001
)
   
(0.001
)
   
(0.001
)
Total Distributions
   
(0.001
)
   
(0.001
)
   
(0.001
)
   
(0.001
)
   
(0.001
)
                                         
Net Asset Value, End of Year
 
$
1.00
   
$
1.00
   
$
1.00
   
$
1.00
   
$
1.00
 
                                         
Total Return (Assumes Reinvestment of Distributions)
   
0.07
%
   
0.06
%
   
0.08
%
   
0.10
%
   
0.11
%
                                         
Ratios/Supplemental Data
                                       
Net assets, End of Year ($000)
 
$
56,530
   
$
54,927
   
$
61,288
   
$
73,546
   
$
78,903
 
Ratio of Net Expenses to Average Net Assets
   
0.18
%
   
0.16
%
   
0.22
%
   
0.30
%
   
0.30
%
Ratio of Net Investment Income (Loss) to Average Net Assets
   
0.07
%
   
0.06
%
   
0.08
%
   
0.10
%
   
0.11
%
Ratio of Expenses to Average Net Assets after Reductions and Recoupment of Fees, Excluding Commissions Recaptured and Fees Received from Custodian
   
0.18
%
   
0.16
%
   
0.22
%
   
0.30
%
   
0.30
%
Ratio of Expenses to Average Net Assets Before Reductions
   
0.58
%
   
0.67
%
   
0.90
%
   
0.82
%
   
0.90
%

96

MONEY MARKET FUND - INSTITUTIONAL CLASS

   
2015
   
2014
   
2013
   
2012
   
2011
 
Net Asset Value, Beginning of Year
 
$
1.00
   
$
1.00
   
$
1.00
   
$
1.00
   
$
1.00
 
                                         
Income from Investment Operations
                                       
Net Investment Income
   
0.001
     
0.001
     
0.001
     
0.002
     
0.002
 
Total from Investment Operations
   
0.001
     
0.001
     
0.001
     
0.002
     
0.002
 
                                         
Less Distributions
                                       
From Net Investment Income
   
(0.001
)
   
(0.001
)
   
(0.001
)
   
(0.002
)
   
(0.002
)
Total Distributions
   
(0.001
)
   
(0.001
)
   
(0.001
)
   
(0.002
)
   
(0.002
)
                                         
Net Asset Value, End of Year
 
$
1.00
   
$
1.00
   
$
1.00
   
$
1.00
   
$
1.00
 
                                         
Total Return (Assumes Reinvestment of Distributions)
   
0.11
%
   
0.11
%
   
0.14
%
   
0.16
%
   
0.20
%
                                         
Ratios/Supplemental Data
                                       
Net Assets, End of Year ($000)
 
$
168,172
   
$
147,739
   
$
43,485
   
$
84,953
   
$
23,231
 
Ratio of Net Expenses to Average Net Assets
   
0.14
%
   
0.10
%
   
0.15
%
   
0.23
%
   
0.21
%
Ratio of Net Investment Income (Loss) to Average Net Assets
   
0.11
%
   
0.11
%
   
0.14
%
   
0.17
%
   
0.20
%
Ratio of Expenses to the Average Net Assets after Reductions and Recoupment of Fees, Excluding Commissions Recaptured and Fees Received from Custodian
   
0.14
%
   
0.10
%
   
0.15
%
   
0.23
%
   
0.21
%
Ratio of Expenses to Average Net Assets Before Reductions
   
0.58
%
   
0.65
%
   
0.71
%
   
0.63
%
   
0.71
%
97

FOR MORE INFORMATION:

Statement of Additional Information (SAI)

The SAI provides more detailed information about the Funds. The SAI has been filed with the Securities and Exchange Commission and is incorporated by reference in this Prospectus (is legally a part of this Prospectus).

Annual and Semiannual Reports

These reports include portfolio holdings, financial statements, performance information, the auditor’s report (in the case of the annual report), and a discussion of the market conditions and investment strategies that significantly affected the Funds’ performance during their last fiscal year.

The Funds make available their SAIs, annual reports and semi-annual reports, free of charge on the Funds’ website at www.meederfunds.com . If you buy your shares through a financial intermediary, you should contact the financial intermediary directly for more information.

To request a free copy of the current annual report, semi-annual report or SAI, or to request other information about the Funds, or make shareholder inquiries, please write, call or e-mail us at:

Meeder Funds
6125 Memorial Drive
Dublin, OH 43017
614-760-2159
Toll Free: 1-800-325-3539
Fax: 614-766-6669
meederfunds@meederinvestment.com
www.meederfunds.com

Information about the Funds (including the SAI) can be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C., and information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-202-551-8090. Reports and other information about the Funds are available on the EDGAR Database on the Commission’s Internet site at http://www.sec.gov, and copies of this information may be obtained, after paying a duplicating fee, by electronic request at the following E-mail address: publicinfo@sec.gov , or by writing the Commission’s Public Reference Section, Washington, D.C. 20549-1590.
98

MEEDER FUNDS
 
PROSPECTUS
 
[     ], 2016
MILLER/HOWARD INFRASTRUCTURE FUND -
(formerly known as Utilities and Infrastructure Fund)
   
 
RETAIL CLASS
FLRUX
 
ADVISER CLASS
[             ]
 
INSTITUTIONAL CLASS
MHIFX
 
The Meeder Funds is a family of funds that includes eleven funds covering a variety of investment strategies.
 
The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this Prospectus.  Any representation to the contrary is a criminal offense.

Miller/Howard Infrastructure Fund
c/o Meeder Funds®
6125 Memorial Drive
Dublin, OH  43017
614-760-2159
Toll Free:  1-800-325-3539
Fax: 614-766-6669
meederfunds@meederinvestment.com
www.MHInfrastructurefund.com
 
Meeder, Meeder Funds and Muirfield Fund are registered trademarks of Meeder Investment Management, Inc.

CONTENTS
 
FUND SUMMARY
   
A look at investment objectives, strategies,
   
risks, performance and expenses.
Miller/Howard Infrastructure Fund
 3
IMPORTANT INFORMATION REGARDING FUND SHARES
 8
MORE ABOUT PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS
 
 
Investment Strategies
 9
 
Investment Risks
 10
PORTFOLIO HOLDINGS DISCLOSURE
   11
MANAGEMENT OF THE FUND
   
 
Who Manages the Fund?
 11
 
Portfolio Manager
 13
INVESTING WITH THE MEEDER FUNDS
   
Information about account
   
transactions and services.
How to Buy Shares
 14
 
How to Redeem Shares
 18
 
Exchange Privilege
 22
 
Other Client Services
 23
 
Short-Term Trading Policy
 24
 
Distribution   and Shareholder Services   Fees
 25
 
Dividends and Distributions
 26
 
Taxes
 26
 
Shareholder Reports and
 
 
Other Information
 28
 
Financial Highlights
 29
FOR MORE INFORMATION
   
Where to learn more about the Fund.
 
Back Cover 
2

MILLER/HOWARD INFRASTRUCTURE FUND
(formerly known as Utilities and Infrastructure Fund)

Investment Objective

The investment objective of the Fund is to provide total return, including capital appreciation and income.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)

 
Retail
Class
Adviser
Class
Institutional
Class
Management Fees
1.00%
1.00%
1.00%
Distribution/Service (12b-1) Fees
0.24%
None
None
Other Expenses
0.77%
0.86%
0.71%
Total Annual Fund Operating Expenses
2.01%
1.86%
1.71%
 
Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods.  The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same.  Although your actual costs may be higher or lower, based on these assumptions, your cost of investing in the Fund would be:
 
 
1 Year
3 Years
5 Years
10 Years
Retail Class
$204
$630
$1,083
$2,338
Adviser Class
$189
$585
$1,006
$2,180
Institutional Class
$174
$539
$928
$2,019
 
Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).  A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.  During the most recent fiscal year, the Fund’s portfolio turnover rate was 54% of the average value of its portfolio.

Principal Investment Strategies
 
The Fund generally invests at least 80% of the value of its net assets, plus any borrowing for investment purposes, in the equity securities, both common and preferred, of domestic or foreign (global exposure is provided through exchange-traded ADRs (American Depository Receipts)) infrastructure companies, their suppliers and subcontractors including water, gas, electric utilities, waste, communication and telecom, internet, energy midstream, roads and bridges, healthcare and technology facilities, transportation and logistics and renewable energy. The Fund will generally seek to invest in the securities of issuers that the Investment Adviser considers to be financially strong with reliable earnings, but may invest in securities having other attributes in its discretion. Financial analysis, and environmental and corporate governance research converge to produce a list of eligible candidates. Typically these candidates will provide an above market dividend yield.  The Fund may invest up to 25% of its total assets at the time of purchase in securities of master limited partnerships (“MLPs”) generally in the energy sector.   The Fund will invest 25% or more of its total assets at the time of purchase in securities of public utility companies.  Utility companies are defined as those that provide electricity, natural gas, water, telecommunications, video distribution or sanitary services (collectively, “utility services”) to the public and industry.  Suppliers of services and equipment to those companies may include, for example, transportation and distribution services between utilities and producers of energy, independent producers of energy, construction companies, related tool and machinery manufacturer, meter and measuring device companies, and manufacturers of control software and enabling technology of any kind.  Suppliers may also include telephone, broadband and routing equipment manufacturers, and alternate energy equipment manufacturers.
3

In addition, the Fund may invest in preferred equity, convertible securities, rights, warrants and depository receipts of companies that are organized as corporations and energy real estate investment trusts (“REITs”).   The Fund may also invest in a broad mix of assets including but not limited to registered investment companies, royalty trusts, exchange traded notes, exchange traded funds and defensive instruments such as cash and cash equivalents. The Fund may invest without regard to capitalization.  For purposes of the Fund's 80% test, any investments in derivatives will be valued at market value.  The Fund may also write covered put and call options and purchase put options on securities held.

The Fund’s subadviser uses fundamental analysis to identify those securities that it believes provide potential for capital appreciation, current income or growth of income.  Fundamental analysis involves assessing a company and its business environment, management, balance sheet, income statement, anticipated earnings and dividends, and other related measures of value.  In addition, the subadviser may from time to time use technical analysis in attempting to determine optimal buy and sell points for individual securities.  Technical analysis views the absolute and relative movement of a company’s stock in an effort to ascertain the probabilities for future price change, based on market factors.  For information regarding the Fund’s subadviser, please see the Management of the Fund section.

Other than as set forth in the Statement of Additional Information, the investment policies and limitations of the Fund are not fundamental and may be changed by the Board without shareholder approval.

Principal Risks

All investments carry a certain amount of risk and the Fund cannot guarantee that it will achieve its investment objective.  An investment in the Fund is not a deposit or obligation of any bank, is not endorsed or guaranteed by any bank, and is not insured by the Federal Deposit Insurance Corporation (FDIC) or any other government agency.  Loss of money is a risk of investing in a mutual fund.

Stock Market Risk .  Because the Fund holds equity investments, it will fluctuate in value due to changes in general economic conditions.
 
Market Capitalization Risk .  The Fund may hold mid and small capitalization investments, which presents additional risk.  Investments in these capitalization ranges may be more sensitive to events and conditions that affect the stock market.
4

Foreign Investment Risk .  Investments in foreign countries present additional components of risk; including economic, political, legal and regulatory differences compared to domestic investments.  Additionally, foreign currency fluctuations may affect the value of foreign investments.

Cybersecurity Risk . Cybersecurity breaches may allow an unauthorized party to gain access to Fund assets, customer data, or proprietary information, or cause the Fund and/or its service providers to suffer data corruption or lose operational functionality.

Infrastructure Companies Risk.     A fund that invests significantly in infrastructure related securities has exposure to adverse economic, regulatory, political, legal and other changes affecting the issuers of such securities. Infrastructure companies may be subject to a variety of factors that may adversely affect their business or operations, including high interest costs in connection with capital construction and improvement programs, high leverage, costs associated with environmental and other regulations, the effects of economic slowdown, surplus capacity, increased competition from other providers of services, uncertainties concerning the availability of fuel at reasonable prices, the effects of energy conservation policies and other factors. Infrastructure companies may also be affected by or subject to:
 
· difficulty in raising capital in adequate amounts on reasonable terms in periods of high inflation and unsettled capital markets;
· inexperience with and potential losses resulting from regulatory decisions;
· costs associated with compliance with and changes in environmental and other regulations;
· regulation by various government authorities; government regulation of rates charged to customers;
· service interruption due to environmental, operational or other mishaps;
· the imposition of special tariffs and changes in tax laws, regulatory policies and accounting standards; technological innovations that may render existing plants, equipment or products obsolete; and general changes in market sentiment towards infrastructure assets.
 
Concentration Risk.  Because the Fund is concentrated in the infrastructure and utilities industries, its performance is largely dependent on those industry’s performance, which may differ from that of the overall stock market.  Governmental regulation of some companies can limit their ability to expand their businesses or to pass cost increases on to customers.  Companies providing power or energy-related services may also be affected by fuel shortages or cost increases, environmental protection or energy conservation regulations, and fluctuating demand for their services.  The telecommunications segment has historically been more volatile due to the rapid pace of product change and development within the segment.  The stock prices of companies operating within this sector may be subject to abrupt or erratic movements.

Energy Sector Risk.   Because the Fund may invest up to 25% of its Total Assets in MLPs, generally in the energy sector, and may otherwise invest in the energy sector, the Fund is subject to energy sector risks. At times, the performance of securities of companies in the energy sector may lag the performance of other sectors or the broader market as a whole, and a downturn in the energy sector could have an adverse effect on the Fund’s performance. To the extent a significant portion of the Fund is invested in the energy sector, the Fund may present more risks than if it were more broadly diversified over numerous industries and sectors of the economy. At times, the performance of securities of companies in the energy sector may lag the performance of other sectors or the broader market as a whole.

Risks of Master Limited Partnerships (“MLPs”).   An investment in MLP units involves risks that differ from a similar investment in equity securities, such as common stock, of a corporation. Under normal market conditions, the Fund may invest up to 25% of its Total Assets in MLP units. As compared to common shareholders of a corporation, holders of MLP units have more limited control and limited rights to vote on matters affecting the partnership. There are certain tax risks associated with an investment in MLP units (described further below). Additionally, conflicts of interest may exist among common unit holders, subordinated unit holders and the general partner or managing member of an MLP; for example a conflict may arise as a result of incentive distribution payments.
5

Derivatives Risk.  The Fund may use derivatives in connection with its investment strategies.  Derivatives may be riskier than other types of investments because they may be more sensitive to changes in economic or market conditions than other types of investment and could result in losses that significantly exceed the Fund’s original investment.  Derivatives also are subject to the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index.  The use of derivatives for hedging or risk management purposes may not be successful, resulting in losses to the Fund, and the cost of such strategies may reduce the Fund’s returns.  The value of futures and options held by the Fund may fluctuate based on a variety of market and economic factors.  In some cases, the fluctuations may offset (or be offset by) changes in the value of securities held in the Fund’s portfolio.  All transactions in futures and options involve the possible risk of loss to the Fund of all or a significant part of its investment.  In some cases, the risk of loss may exceed the amount of the Fund’s investment.  When the Fund sells a futures contract or writes a call option without holding the underlying securities, currencies or futures contracts, its potential loss is unlimited.  The Fund will, however, be required to set aside with its custodian bank liquid assets in amounts sufficient at all times to satisfy the Fund’s obligations under futures and options contracts.  The successful use of futures and exchange-traded options depends on the availability of a liquid secondary market to enable the Fund to close its positions on a timely basis.  There can be no assurance that such a market will exist at any particular time.
 
Performance

The following bar chart and table illustrate how the Fund’s performance has varied from year to year. The bar chart shows the variability of the Fund’s annual total returns over time, and shows that Fund performance can change from year to year. The table shows the Fund’s average annual total returns for certain time periods compared to the returns of a broad- based securities index. The bar chart and table provide some indication of the risks of investing in the Fund. Of course, the Fund’s past performance is not necessarily an indication of its future performance. Updated performance information is available at no cost by visiting www.MHInfrastucture fund.com or by calling 1-800-325-3539.

Annual Total Returns as of 12/31/15 – Retail Class
 
Year
Annual Total Return
2006
17.68%
2007
18.24%
2008
-37.63%
2009
30.63%
2010
14.10%
2011
3.93%
2012
1.52%
2013
28.96%
2014
9.42%
2015
-16.92%
 
Best Quarter: 2nd Qtr. 2009 16.21%
Worst Quarter: 4th Qtr. 2008 -20.10%

Average Annual Total Returns as of 12/31/15

After-tax returns are calculated using the highest historical individual federal marginal income tax rates and do not reflect the impact of state and local taxes.  Actual after-tax returns depend on a shareholder’s particular tax situation and may differ from those shown.  After-tax returns are not relevant for shareholders who hold Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts, or to shares held by non-taxable entities.
6

 
Inception Date
One Year
Five Years
Ten Years
Miller/Howard Infrastructure Fund Return
06/21/95
     
Before Taxes -Retail Class
 
-16.92%
4.34%
4.81%
Miller/Howard Infrastructure Fund After Taxes on Distributions - Retail Class
 
-21.76%
2.85%
3.79%
Miller/Howard Infrastructure Fund Return
       
After Taxes on Distributions and Sale of Fund Shares – Retail Class
 
-5.84%
3.74%
3.92%
Morningstar Global Equity Infrastructure Index* (Reflects No Deduction for Fees, Expenses or Taxes)
 
13.13%
10.18%
8.87%
Russell 3000 Utilities Index (Reflects No Deduction for Fees, Expenses or Taxes)
 
-1.74%
9.81%
7.27%
 
*
The Fund has been renamed the Miller/Howard Infrastructure Fund to better reflect the evolution in the utilities and essential services landscape. The benchmark was changed from the Russell 3000 Utilities Index to the Morningstar Global Equity Infrastructure Index because it is more reflective of the Fund’s modified strategy.  The new benchmark index is broader in scope, number of companies, and it should have greater overlap in names. The new index will be more correlated to the Fund’s portfolio than the prior benchmark.
 
Portfolio Management

Investment Adviser
Meeder Asset Management, Inc.

Investment Subadviser
Miller/Howard Investments, Inc.

Portfolio Manager
Lowell G. Miller since 6/21/1995
Bryan Spratt since 2015

For additional information about the purchase and sale of Fund shares, tax information and financial intermediary compensation, please turn to Important Information Regarding Fund Shares on page 7 of this Prospectus.
7

IMPORTANT INFORMATION REGARDING FUND SHARES

Buying and Selling Fund Shares – The Fund offers two classes of shares.  Shares are offered continuously and sold without an upfront load or sales charge.  Shares are purchased at the NAV next determined after receipt of the purchase order by Mutual Funds Service Co., the Fund’s transfer agent, or an authorized financial intermediary.  For more information, please see When Purchases are Effective.  Minimum and subsequent investment amounts for the Fund are as follows:

Eligibility and Minimum Investment
Retail Class Shares
Adviser Class Shares
Institutional Class Shares
 
$2,500 Initial Investment
[        ]
$100,000 Initial Investment
 
$500 IRA Investment
[         ]
$5,000 IRA Investment
 
$100 Subsequent Investment
 
No Minimum Subsequent Investment
 
Institutional Class Shares:
   
Are available primarily to clients of financial intermediaries that:
   
1)
charge clients an ongoing fee for advisory, investment, consulting or similar services or
   
2)
have entered into an agreement with the Fund’s distributor to offer Institutional Class Shares through a no-load network or platform. Such clients may include pension and profit sharing plans, other employee benefit trusts, endowments, foundations and corporations. Institutional Class Shares are also offered to private and institutional clients of, or referred by, the adviser, or its affiliates, and to Trustees of the fund and trustees/directors of affiliated open and closed-end funds, and directors, officers and employees of the adviser, and its affiliates.  If you are eligible to purchase Institutional Class Shares, you will pay no sales charge at any time.  There are no distribution and service fees applicable to Institutional Class Shares.
   
Minimums may be waived if you purchase Fund shares through a financial intermediary or through certain types of retirement plans and wrap accounts. Fund minimums may also be waived if an account builder is set up on the account.
   
     
Adviser Class Shares: [TO BE PROVIDED]
   
       
Retail Class Shares:
 
To Place Orders, Write to:
Are available to investors who purchase shares directly from the Fund or though certain financial intermediaries such as investment advisers, broker-dealers, financial planners, or other financial institutions who have entered into an agreement with the Fund’s distributor. The Retail Class Shares have a lower investment minimum than the Institutional Class. Investors who purchase Retail Class Shares may pay distribution fees as described in the Distribution Fees section.
 
Miller/Howard Infrastructure
Fund
c/o Meeder Funds
P.O. Box 7177
Dublin, OH 43017
1-800-325-3539
8

Transaction Policies

In general, you can buy or sell shares of the Fund on any business day through your broker or financial intermediary or directly from the Meeder Funds by mail or telephone.  You can generally pay for shares by check, wire or Automated Clearing House (ACH).  When selling shares, you will receive a check, unless you request a wire or ACH.  You also may buy and sell shares through a financial professional.

Tax Information

The Fund’s distributions are taxable as ordinary income or capital gains, except when your investment is in an IRA, 401(k) or other tax-advantaged investment plan.  Such tax deferred arrangements may be taxed later upon withdrawal of monies from these arrangements.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Meeder Funds and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your financial adviser to recommend the Fund over another investment. Ask your salesperson or visit your financial professional’s web site for more information.

MORE ABOUT PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS

INVESTMENT STRATEGIES
 
The Fund seeks to achieve its objective by investing in equity securities of domestic and foreign infrastructure companies and their suppliers and subcontractors and in public utility companies; however, the Fund will not invest in electric utilities that generate power from owned and operated nuclear reactors. Utility companies are defined as those that provide electricity, natural gas, water, telecommunications, video distribution or sanitary services.  The Fund will not invest more than 20% of its total assets in equity securities of issuers whose debt securities are rated below investment grade, that is, rated below one of the four highest rating categories by Standard & Poor’s Corporation (“S&P”) or Moody’s Investors Service, Inc. (“Moody’s”) or deemed to be of equivalent quality in the judgment of the subadviser.  Debt securities rated below investment grade are rated below Baa or BBB-.

The subadviser emphasizes quality in selecting investments for the Fund.  In addition to looking for high credit ratings, the subadviser ordinarily looks for several of the following characteristics:  above average earnings growth; above average growth of book value; an above average balance sheet; high earnings to debt service coverage; low ratio of dividends to earnings; high return on equity; low debt to equity ratio; an above average rating with respect to government regulation; growing rate base and strong management.

The Fund may invest available cash balances in the Meeder Funds Money Market Fund.

Diversification

The Fund is diversified, which means the Fund may not, with respect to at least 75% of its assets, invest more than 5% of its assets in the securities of one company.
9

INVESTMENT RISKS

The Fund’s risk profile is largely defined by the Fund’s principal securities and investment practices. The main risks associated with investing in the Funds are described in the Fund Summary at the front of this prospectus.  Below provides more detailed explanations of some of these risks as well as additional potential risks of the Fund.

Concentration Risk.  Because the Fund is concentrated in the infrastructure and utilities industries, its performance is largely dependent on those industry’s performance, which may differ from that of the overall stock market.  Governmental regulation of some companies can limit their ability to expand their businesses or to pass cost increases on to customers. Companies providing power or energy-related services may also be affected by fuel shortages or cost increases, environmental protection or energy conservation regulations, and fluctuating demand for their services. The telecommunications segment has historically been more volatile due to the rapid pace of product change and development within the segment. The stock prices of companies operating within this sector may be subject to abrupt or erratic movements.

American Depositary Receipts (ADRs), European Depositary Receipts (EDRs) and Global Depositary Receipts (GDRs) Risks.   The Fund also may purchase sponsored or unsponsored ADRs or U.S. dollar denominated securities of foreign issuers. ADRs are receipts issued by U.S. banks or trust companies in respect of securities of foreign issuers held on deposit for use in the U.S. securities markets. The risks of investing in ADRs generally correspond to the risks of investing in the non-U.S. securities underlying the ADRs. In addition, the underlying issuers of certain depositary receipts, particularly unsponsored or unregistered depositary receipts, are under no obligation to distribute shareholder communications to the holders of such receipts, or to pass through to them any voting rights with respect to the deposited securities. The Fund may also purchase similar instruments, such as GDRs and EDRs, which have similar attributes and risks.

Foreign Investment Risk .  Investments in foreign countries present additional components of risk, including economic, political, legal and regulatory differences compared to domestic investments.  Foreign currency fluctuations may also affect the value of foreign investments. In addition, foreign investing involves less publicly available information, and more volatile or less liquid securities markets. Foreign accounting may be less transparent than U.S. accounting practices and foreign regulation may be inadequate or irregular. Owning foreign securities could cause the Fund’s performance to fluctuate more than if it held only U.S. securities.

General Risks. All mutual funds carry a certain amount of risk. The Fund is subject to management risk because it is an actively managed fund. The Fund may not achieve its objective if the Adviser’s expectations regarding particular securities or markets are not met. The investment objective of the Fund may be changed without the affirmative vote of a majority of the outstanding shares of the Fund. Any such change may result in the Fund having an investment objective different from the objective that the shareholders considered appropriate at the time of investment in the Fund. As with all mutual fund investments, you may lose money on your investment in the Fund.

Inflation Risk. Because inflation reduces the purchasing power of income produced by existing fixed income securities, the prices at which fixed income securities trade will be reduced to compensate for the fact that the income they produce is worth less. This potential decrease in market value would be the measure of the inflation risk incurred by the Fund.

Management Risk.   The Adviser’s judgments about the attractiveness, value and potential appreciation of particular asset class or individual security in which the Fund invests may prove to be incorrect and there is no guarantee that individual companies will perform as anticipated.
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Market Capitalization Risk . The Fund may hold mid- and small-capitalization investments, which presents additional risks. Historically, smaller company securities have been more volatile in price than larger company securities, especially over the short term. Investments in these capitalization ranges may be more sensitive to events and conditions that affect the stock market.   Among the reasons for the greater price volatility are the less-than-certain growth prospects of small and medium capitalization companies, the lower degree of liquidity in the markets for such securities, and the greater sensitivity of smaller companies to changing economic conditions. Further, smaller companies may lack depth of management, may be unable to generate funds necessary for growth or development, or may be developing or marketing new products or services for which markets are not yet established and may never become established.

Portfolio Turnover Risk.  The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses, affect the Fund’s performance.

Sector Risk . The underlying investments in the Fund may invest in specific sectors of the stock market such as the utilities sector, real estate sector or technology sector. Investing in specific market sectors presents additional components of risk. The performance of sector specific investments is largely dependent on the industry’s performance which may be different than the overall stock market. As a result, if the Fund is heavily concentrated in a specific sector, then that particular sector could significantly impact the return of the Fund.

Small Cap Company Risks. Investments in small cap companies may be riskier than investments in larger, more established companies. The securities of smaller companies may trade less frequently and in smaller volumes than securities of larger companies. In addition, smaller companies may be more vulnerable to economic, market and industry changes. As a result, share price changes may be more sudden or erratic than the prices of other equity securities, especially over the short term. Because smaller companies may have limited product lines, markets or financial resources or may depend on a few key employees, they may be more susceptible to particular economic events or competitive factors than large capitalization companies.

Stock Market Risk . Investments in the stock market are a principal risk of the Fund. An investment that holds equities will fluctuate in value due to changes in general economic and political conditions that may affect the stock market. Daily stock prices can move unpredictably up and down and may be subject to higher risk than other investments such as fixed income securities.

Value Stock Risk.  The underlying investments in the Fund may invest in value stocks, which attempt to buy stocks that are undervalued relative to their earnings compared to other stocks. Undervalued stocks have a risk of never attaining their potential value. This may cause the Fund’s relative performance to suffer.

PORTFOLIO HOLDINGS

The Meeder Funds complete portfolio holdings as of the end of the calendar quarter ordinarily are posted on www.MHInfrastructurefund.com by the fifth day after the end of such quarter, or the first business day thereafter. A description of the Meeder Funds’ policies and procedures with respect to the disclosure of the Fund’s portfolio holdings is available in the Statement of Additional Information (“SAI”).

MANAGEMENT OF THE FUND

WHO MANAGES THE FUND?

Investment Adviser.  Meeder Asset Management, Inc. serves as investment adviser to the Miller/Howard Infrastructure Fund.  The Adviser has been an investment adviser to individuals, pension and profit sharing plans, trusts, charitable organizations, corporations, financial intermediaries and other institutions since 1974. As of December 31, 2015, the Adviser and its affiliates managed, administered and advised approximately $__ billion in assets.  The Adviser has its principal offices at 6125 Memorial Drive, Dublin, OH 43017.
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Pursuant to an investment advisory contract between the Adviser and the Meeder Funds, the Adviser manages both the investment operations of the Fund and the composition of its portfolios, including the purchase, retention, disposition and loan of securities.  This investment advisory contract is subject to the supervision of the Board of Trustees and is executed in conformity with the stated objective and policies of the Fund. Under the contract, the Adviser is obligated to keep certain books and records of the Fund. The Adviser also administers the corporate affairs of the Fund, furnishes office facilities and provides ordinary clerical and bookkeeping services that are not being furnished by Huntington National Bank, the Fund’s custodian, or Mutual Funds Service Co., the Fund’s transfer and disbursing agent, fund accounting agent and administrator. Mutual Funds Service Co. is an affiliate of the Adviser.

Investment Subadviser

Subject to supervision by the Adviser, Miller/Howard Investments, Inc. (“Miller/Howard”) serves as subadviser to the Miller/Howard Infrastructure Fund.  Miller/Howard is a registered investment adviser that has been providing investment services to broker-dealers, investment advisers, employee benefit plans, endowment portfolios, foundations and other institutions and individuals since 1984.  As of December 31, 2015 Miller/Howard managed approximately $6.4 billion in assets.  Miller/Howard has its principal offices at 10 Dixon Avenue, P. O. Box 549, Woodstock, New York 12498.

Management Fees.   During the calendar year ended December 31, 2015, the Fund paid the Adviser management fees as follows:
 
 
Contractual Management Fee as Percentage of Average Daily Net Assets
Management Fees Waived and/or Reimbursed by Adviser as Percentage  of Average Daily Net Assets
Net Management Fee Paid to Adviser as Percentage of Average Daily Net Assets
Miller/Howard Infrastructure Fund
1.00%
0.01%
0.99%
 
A discussion regarding the basis for the Board of Trustees' approval of the investment advisory contract for the Fund is available in the Funds’ annual report to shareholders for the fiscal year ended December 31, 2015.  For more information about management fees, see “Investment Adviser” in the Statement of Additional Information.

Voluntary/Contractual Fee Waivers, Reimbursements and Other Expense Reductions

For fiscal year 2015, the Adviser agreed to reduce its fees and/or reimburse expenses, either voluntarily or by contract, for the Fund, to the extent necessary to limit the total operating expenses of the Fund, excluding brokerage fees and commissions, taxes, interest, and extraordinary or non-recurring expenses.  A more detailed description of the extent of waivers and/or reimbursements for the Fund is provided in the Funds’ Statement of Additional Information. In the table below, the Fund’s Net Annual Fund Operating Expenses is shown, after taking into account waivers, reimbursements and other expense reductions, and excluding the fees and expenses of underlying funds (or acquired funds).
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Gross Total Annual Fund Operating Expenses
Less Voluntary Fee Waivers and/or Reimbursements
Less 12b-1/ Service Fees Not Expensed
Less Commissions Recaptured and Fees Received from Custodian
Less Acquired Fund Fees and Expenses
Net Annual Fund Operating Expenses*
Miller/Howard Infrastructure Fund -Retail Class
2.01%
0.02%
0.01%
0.00%
0.00%
1.98%
 
*
Net Annual Fund Operating Expenses are reflected in the Financial Highlights and audited financial statements. The ratio is based on average daily net assets for the year ended December 31, 2015.  This ratio may increase or decrease depending on fluctuations in fund net assets.

PORTFOLIO MANAGER

The Miller/Howard Infrastructure Fund is subadvised by Miller/Howard.

Lowell G. Miller .  Mr. Miller is director and the Founder/CIO of Miller/Howard.  Mr. Miller has served as President and portfolio manager of Miller/Howard and its predecessor since 1984 and has managed the Fund since its inception in 1995.

Bryan J. Spratt is a member of the Miller/Howard Portfolio Management team.  Mr. Spratt has been with Miller/Howard in this capacity since 2004.

The Statement of Additional Information for the Fund provides additional information about the portfolio manager’s compensation, other accounts managed by the portfolio manager, and the portfolio manager’s ownership of securities in the Fund.

INVESTING WITH THE MEEDER FUNDS

When you buy and sell shares of the Fund, the price of the shares is based on the Fund’s net asset value per share (NAV) next determined after the order is received.

Calculating a Fund’s NAV .  The Fund's NAV for each class of shares is calculated, on a per class basis, by adding the total value of the Fund’s investments and other assets, subtracting the liabilities and then dividing that figure by the number of outstanding shares of the Fund as follows:

NAV = 
(Total Assets – Liabilities)
Number of Shares Outstanding

T he NAV for the Fund is calculated after the close of trading (normally 4:00 p.m., Eastern time ("ET") on each day the New York Stock Exchange is open for business.  On occasion, the NYSE will close before 4:00 p.m. ET.  When this occurs, purchase requests received by the Fund or an authorized agent of the Fund after the NYSE closes will be effective the following business day.   Generally, the NYSE is closed and the share price of the Fund is not calculated on Saturdays, Sundays and the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.  The NAV of the Fund may change every day.
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Valuing the Fund's Assets.  The assets of the Fund are generally valued on the basis of market quotations.  Short-term money market instruments held by other funds are valued using the amortized cost method.
 
I f market quotations are not readily available or if available market quotations are determined not to be reliable or if a security’s value has been materially affected by events occurring after the close of trading on the exchange or market on which the security is principally traded (for example, a natural disaster affecting an entire country or region, or an event that affects an individual company), but before the time as of which the Fund’s NAV is calculated, that security may be valued at its fair value in accordance with policies and procedures adopted by the Meeder Funds’ Board of Trustees.  Without a fair value price, short term traders could take advantage of the arbitrage opportunity and dilute the NAV of long term investors.  In addition, securities trading on overseas markets present time zone arbitrage opportunities when events affecting portfolio security values occur after the close of the overseas market, but prior to the close of the U.S. market.  Fair valuation of the Fund's portfolio securities can serve to reduce arbitrage opportunities available to short term traders, but there is no assurance that fair value pricing policies will prevent dilution of the Fund's NAV by short term traders.  Fair valuation involves subjective judgments and it is possible that the fair value determined for a security may differ materially from the value that could be realized upon the sale of the security.  The Prospectuses for the underlying mutual funds explain the circumstances under which the underlying funds will use fair value pricing and the effects of using fair value pricing.
 
HOW TO BUY SHARES

The Fund offers three classes of shares: Retail Class, Adviser Class and Institutional Class. Each class of shares of a Fund represents an interest in the same portfolio of investments within the Fund. Shares and share classes are offered continuously and sold without an upfront load or sales charge.  The share classes differ with respect to the distribution fees, service fees and other expenses allocated to each class as set forth in the Annual Fund Operating Expenses Table. Eligibility to purchase Adviser and Institutional Class Shares is generally limited to customers of financial intermediaries who enter into special arrangements with the Funds or its agents as set forth below.

Retail Class Shares. Retail Class shares are available for purchase by the general public and through financial intermediaries, such as brokerage firms, financial advisers, investment advisers, financial planners, banks, insurance companies and retirement or employee benefit plan administrators that have entered into agreements with the Funds or its agents. Retail Class shares are subject to ongoing 12b-1 Shareholder Distribution and Shareholder Services Fees.

Adviser Class Shares. Adviser Class Shares are offered exclusively through financial intermediaries, such as brokerage firms, financial advisers, investment advisers, financial planners, banks, insurance companies and retirement or employee benefit plan administrators that have entered into agreements with the Funds or its agents. Financial intermediaries may impose eligibility requirements for customers interested in investing in the Funds, including investment minimum requirements, and may charge their customers transaction, investment advisory or other fees. Adviser Class Shares do not bear 12b-1 Shareholder Distribution Fees, but are subject to a Shareholder Services Fee.

Institutional Class Shares. Institutional Class Shares are available for purchase by institutional investors and individuals who meet the minimum initial investment amount. Institutional Class Shares do not bear 12b-1 Shareholder Distribution Fees, but may be subject to a Shareholder Services Fee. The minimum investment requirement may also be waived for the following shareholders:
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· Employee benefit plans, retirement plans and non-qualified deferred compensation plans that have entered into agreements with the Funds or its agents.
 
·
Financial intermediaries that purchase shares through omnibus accounts and have entered into agreements with the Funds or its agents to undertake certain shareholder services within the terms of the applicable Shareholder Services Plan.
 
· Separately managed accounts and portfolios managed by the Funds’ investment adviser or its affiliates.
 
· Investment advisory clients of the Funds’ investment adviser or its affiliates.
 
· Individuals and their immediate family members who are employees, directors or officers of the Funds’ investment advisor or its affiliates, or who serve upon or are affiliated with the Board of Trustees.
 
Investment Minimums. Minimum and subsequent investment amounts for each of the Funds are as follows:

 
Initial
Investment
Initial Investment
IRA Account
Subsequent Investments
Retail Class
$2,500
$500
$100
      Adviser Class
$2,500
$500
$100
Institutional Class
$1,000,000
$1,000,000
$100
 
Fund minimums may also be waived under other circumstances set forth in the Statement of Additional Information.
 
Important Information About Opening an Account.  To help the government fight the funds in terrorism and money laundering activities, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT ACT), requires all financial institutions to obtain, verify, and record information that identifies each person or entity that opens an account.  When you open an account, we will ask for your name, residential address, date of birth, government identification number and other information that will allow us to identify you.  We also may ask to see your driver’s license or other identifying documents.  If we do not receive these required pieces of information, there may be a delay in processing your investment request, which could subject your investment to market risk.  If we are unable to immediately verify your identity, the Meeder Funds may restrict further investment until your identity is verified.  If we are unable to verify your identity, the Meeder Funds reserve the right to close your account without notice and return your investment to you at the NAV determined on the day in which your account is closed.  If we close your account because we are unable to verify your identity, your investment will be subject to market fluctuation, which could result in a loss of a portion of your principal investment.  If your account is closed at the request of governmental or law enforcement authorities, the Meeder Funds may be required by the authorities to withhold the proceeds.
 
Purchases Through Financial Intermediaries. You may make initial and subsequent purchases of shares of the Fund through a financial intermediary, such as an investment adviser or broker-dealer, bank or other financial institution that purchases shares for its customers.  Before investing in the Fund through a financial intermediary, you should carefully read any materials provided by the intermediary together with this Prospectus.
 
When shares are purchased this way, the financial intermediary may:
 
· charge a fee for its services;
 
· act as the shareholder of record of the shares;
 
· set different minimum initial and additional investment requirements;
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· impose other charges and restrictions;
 
· designate intermediaries to accept purchase and sale orders on the Fund’s behalf; or
 
· impose an earlier cut-off time for purchase and redemption requests.
 
The Fund considers a purchase or sale order as received when a financial intermediary receives the order in proper form before 4:00 p.m. Eastern Time.  These orders will be priced based on the Fund’s NAV next computed after such order is received by the financial intermediary.  It is the responsibility of the financial intermediary to transmit properly completed purchase orders to the Fund in a timely manner.  Any change in price due to the failure of the Fund to timely receive an order must be settled between the investor and the financial intermediary placing the order.
 
Shares held through an intermediary may be transferred into your name following procedures established by your intermediary and the Fund.  Certain intermediaries may receive compensation from the Fund, the Adviser or their affiliates, which may result in a conflict of interest for the intermediary.
 
Fund Direct Purchases.   You also may invest directly with the Fund.  Carefully read and complete the New Account Application accompanying this Prospectus.  You can obtain a copy of the New Account Application by calling the Meeder Funds at 1-800-325-3539 or 614-760-2159 on days the Fund is open for business or by visiting www.MHInfrastructurefund.com .
 
Initial Purchases for New Accounts.  The Meeder Funds must receive a completed New Account Application in good order before it can process an initial investment.  You may pay for your initial investment in the following ways:
 
By Check:
 
· Make your check payable to the Fund.  A check must accompany the New Account Application, unless you are paying by bank wire.
 
· All purchases must be made in U.S. dollars and checks must be drawn on U.S. banks. The Meeder Funds do not accept third party checks, cash, travelers checks or money orders, credit card checks, and checks drawn on non-U.S. financial institutions for purchases.
 
· Mail the New Account Application and check to:
 
Miller/Howard Infrastructure Fund
c/o Meeder Funds
P.O. Box 7177
Dublin, Ohio 43017
 
OR
 
· For overnight or UPS/FedEx delivery:
 
Miller/Howard Infrastructure Fund
c/o Meeder Funds
6125 Memorial Drive
Dublin, Ohio  43017

· All investments by check will be subject to a ten business day hold and redemptions may be rejected prior to the ten business day hold period (or release of the hold).  For more information on check deposits see “When Purchases are Effective.”
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By Bank Wire:
 
· A completed application must be received and processed by the Meeder Funds before your wire transaction is processed.  The Meeder Funds will not permit a purchase of Fund shares until the New Account Application is received in good order.
 
· If the wire order is for a new account, or to open an account in a different Meeder Fund, you must telephone Client Services at 1-800-325-3539, or (614) 760-2159 prior to making your initial investment.  Advise Client Services of the amount you intend to invest and obtain an account number and wire instructions.  Wires sent without notifying the Fund will result in a delay of the effective date of your purchase.
 
· Any delays that may occur in wiring money, including delays that may occur in processing by the banks, will delay your investment and are not the responsibility of the Meeder Funds or the transfer agent.
 
· The Fund does not charge a fee for the receipt of wired federal funds, but reserves the right to charge shareholders for these services upon 30 days written notice.
 
·
Your bank may impose a charge for sending a wire.
 
· The Fund reserves the right to charge $15 for outgoing wires.
 
When making your initial investment in the Fund, you may choose to participate in the Automatic Account Builder Program.  For more information about Automatic Account Builder, see Other Shareholder Services – Automatic Account Builder Program .
 
Subsequent Investments.  Once an account has been opened, you may purchase additional shares at any time by mail or telephone.  If paying for your subsequent investment by wire, please follow the instructions listed above.  When making additional investments by mail, send your check made payable to the Fund you are investing in at:
 
Meeder Funds
L-2569
Columbus, OH 43260-2569
 
Please Note:  All subsequent investments by check are subject to a ten business day hold on the check and redemptions may be rejected prior to the ten business day hold (or hold being released).
 
After your account is opened, you also may make subsequent investments by Automated Clearing House (ACH) from a bank or other financial institution which is a member of ACH.
 
· To purchase shares of the Fund by ACH, call the Meeder Funds at 1-800-325-3539, or (614) 760-2159 for i nstructions.
 
· The transfer agent will electronically debit your account at the financial institution identified on the account application for the amount of your purchase.
 
· Any delays that may occur in receiving money, including delays that may occur in processing by the bank, are not the responsibility of the Fund or the transfer agent.  Investments or redemptions via ACH may take up to three business days to settle.
 
· The Meeder Funds do not charge a fee for the receipt of ACH funds.
 
·
Your bank may impose an ACH charge.
 
Each additional purchase request must contain the name on the account and the correct account number and Fund name to permit proper crediting to the account.  If a check, wire transaction or ACH is received and there is no Fund identified and you own only one Fund, the investment will be credited to that Fund.  If you own multiple Funds and no Fund is identified, you must confirm the Fund to be credited prior to the transaction being processed or the investment will be returned within 48 hours.  Any subsequent investment received not in good order may result in a delay in processing the transaction.  All additional purchases are made at NAV next determined after receipt of a purchase order by the Fund or authorized financial intermediaries.
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When Purchases are Effective.   The trade date for any purchase request received in good order will depend on the day and time Meeder Funds receives your request and the manner in which you are paying.  Your order to purchase shares is priced at the next NAV calculated after your order is received in good order by the Fund or a financial intermediary.  Only purchase orders received by the Fund or a financial intermediary in good order before 4:00 p.m. Eastern Time will be effective at that day’s NAV.

For purchases by check, if the purchase request is received by Meeder Funds on a business day before the Fund closes regular trading on the NYSE (generally 4:00 p.m. Eastern Time), the trade date for the purchase will be the next business day.  If the purchase request is received on a business day after the close of regular trading on the NYSE, the trade date for the purchase will be the second business day after Meeder Funds receives the purchase request.

On occasion, the NYSE will close before 4:00 p.m. ET.  When that happens, purchase requests received by the Fund or an authorized agent of the Fund after the NYSE closes will be effective the following business day.

Generally, investments received by mail must be in “good order”, which means that the application is complete and accompanied by payment.  However, payment for purchases made by telephone will receive the NAV next calculated after receipt provided “federal funds” are received by the close of the Federal Reserve wire transfer system (normally, 6:00 p.m. ET) within three business days after the purchase order is placed for the Fund.

In the event that an order is placed by the cut-off time specified above but the related wire payment is not received by the Fund by the close of the Federal Reserve wire transfer system that same day, then either your order may not be effective until the next business day on which federal funds are timely received by the Fund, or the Fund reserves the right to cancel your purchase order and you will be liable for any resulting losses or fees incurred by the Fund or the Fund’s transfer agent .

Other Purchase Information The Fund may limit the amount of purchases or refuse to sell shares to any person and for any reason. The Fund does not accept cash.  Checks must be made payable to the Fund in U.S. dollars and drawn on a U.S. bank. If a shareholder's check or wire is dishonored, the purchase and any dividends paid thereon will be reversed and the Fund will charge you a fee of $31.00 for each check or wire that is dishonored, in addition to any losses or fees incurred by the Fund or the Fund’s transfer agent.  We reserve the right to change this fee at any time.  The Fund has the right to stop offering shares or offer shares only on a limited basis, for a period of time or permanently for sale at any time. If shares are purchased with federal funds, they may be redeemed at any time thereafter as explained below.
 
Under applicable anti-money laundering regulations and other federal regulations, purchase orders may be suspended, restricted, or cancelled and the monies may be withheld.

Please note that your account may be transferred to the appropriate state if no activity occurs in the account within the time period specified by state law.

HOW TO REDEEM SHARES

You may redeem all or part of your investment in the Fund on any day that the Meeder Funds are open for business, subject to certain restrictions described below.  You may request a redemption by mail, telephone or fax.  IRA accounts are not redeemable by telephone; an IRA distribution form must be completed and sent to the Meeder Funds.  Contact your financial intermediary or call 1-800-325-3539, or (614) 760-2159 to request an IRA distribution form.  You may also download a form on our website at www.MHInfrastructurefund.com.
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By Mail You may redeem any part of your account by sending a written request to your financial intermediary, if applicable, or to the Meeder Funds.
 
· The redemption requests sent to the Meeder Funds must be initiated by an authorized trader on the account and contain the following information:

the Fund name;

your account number;

your address;

the dollar amount or number of shares you wish to redeem;

the signature(s) of all registered account owners (refer to account application for signature requirements); and

the Federal tax withholding election (for retirement accounts).

· The redemption request should be sent to:

Meeder Funds
P.O. Box 7177
Dublin, Ohio 43017

· In certain circumstances, a Medallion Signature Guarantee may be required.  For more details, please see Medallion Signature Guarantee below.

· Amounts withdrawn will be mailed to your address of record at the Meeder Funds, sent electronically via ACH, or wired to your bank of record.  Shareholders requesting Priority Mail or overnight delivery will be charged for this service.

· Redemption proceeds may be delayed until money from a prior purchase sufficient to cover your redemption has been received and collected.

By Telephone:   You may redeem shares by telephone by calling 1-800-325-3539, or (614) 760-2159.

· If you wish to use the telephone redemption procedure, you must select this feature on the New Account Application.

· Proceeds from telephone transactions will be mailed only to the names(s) and address of record and will only be executed if telephone redemptions are authorized on the account.  Shareholders requesting Priority Mail or overnight delivery will be charged for this service.

· For your protection, telephone requests may be recorded in order to verify their accuracy.  In addition, the transfer agent will employ reasonable measures to verify the identity of the caller, such as asking for name, account number, Social Security or other taxpayer ID number and other relevant information.  If appropriate security measures are taken, the transfer agent is not responsible for any loss, damage, cost or expenses in acting on such telephone instructions.

· The Fund may terminate the telephone procedures at any time.
 
· During periods of extreme market activity it is possible that you may encounter some difficulty in reaching us by telephone.  If you are unable to reach us by telephone, you may request a redemption by mail or leave a message and a client services representative will return your call promptly.  Please do not leave trade instructions on voicemail as these requests will not be honored.

When making your initial investment in the Fund, you may choose to participate in the Systematic Withdrawal Program.  This program allows you to automatically sell your shares and receive regular distributions from your account. For more information about the Systematic Withdrawal Program, see Other Client Services – Systematic Withdrawal Program.
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Medallion Signature Guarantee .   Some circumstances require that your request to redeem shares be made in writing accompanied by an original Medallion Signature Guarantee.  A Medallion Signature Guarantee helps protect you against fraud. You can obtain a Medallion Signature Guarantee from most banks or securities dealers, but not from a notary public. You should verify with the institution that it is an eligible guarantor prior to signing.  The three recognized medallion programs are Securities Transfer Agent Medallion Program (STAMP), Stock Exchanges Medallion Program (SEMP) and New York Stock Exchange, Inc. Medallion Signature Program (MSP).  Your redemption request must be made in writing and include a Medallion Signature Guarantee if any of the following situations apply:
 
· Your account registration or account address has changed within the last 30 days;
 
· The check is being mailed to a different address than the one on your account (address of record);
 
· The check is being made payable to someone other than the account owner;
 
· The redemption proceeds are being transferred to a Fund account with a different registration;
 
· The redemption proceeds are being wired to, or you provide ACH transfer instructions for, a bank account other than a bank account of record;
 
· Any redemption request from a deceased shareholder’s account.
 
You will be notified within two business days of any rejection.

When Redemptions Are Effective.  Redemption requests received by the Fund or an authorized financial intermediary before 4:00 p.m. ET (or before the NYSE closes if it closes before 4:00 p.m. ET.) will be effective that day.  Redemption requests received by the Fund or an authorized financial intermediary after the close of trading on the NYSE are processed at the NAV determined on the following business day.  The price you will receive when you redeem your shares will be the NAV next determined after the Fund receives your properly completed redemption request.

The proceeds may be more or less than the purchase price of your shares, depending on the market value of the Fund’s securities at the time your redemption request is received.  A financial intermediary or fund may charge a transaction fee to redeem shares.

When Redemptions Are Made.  You may receive redemption proceeds by check, ACH or direct deposit into your bank account.  In the event that an ACH is impossible or impractical, the redemption proceeds will be sent by mail to the designated account.  Amounts withdrawn by mail normally are sent by U.S. mail within one business day after the request is received, and are mailed no later than seven days after receipt of the redemption request.  Amounts withdrawn by telephone normally are mailed or wired on the next bank business day following the date of the redemption request.  You may change the bank account designated to receive redemptions. This may be done at any time upon written request to the Fund. In this case, your signature must be Medallion Signature guaranteed.

ACH Requests.  You may request funds to be sent via Automated Clearing House (“ACH”).  Meeder Funds does not charge for this service.  The Fund may hold proceeds for shares purchased by ACH up to three days and for shares purchased by check may be as long as ten business days until the purchase amount has been collected.  In addition, if shares are purchased by check and there has been a recent address change on the account, the Fund’s transfer agent will not pay a redemption until reasonably satisfied the check used to purchase shares has been collected, which may take up to ten business days.  To eliminate this delay, you may purchase shares of the Fund by certified check or wire.

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As a special service, you may arrange to have amounts in excess of $3,000 wired in federal funds to a designated commercial bank account.  To use this procedure, please designate on the New Account Application a bank and bank account number to receive the wired proceeds. The Fund reserves the right to charge $15 a wire at any time.  The shareholder may also be charged a similar fee from the receiving bank.

Additional documentation may be required for redemptions by corporations, executors, administrators, trustees, guardians, or other fiduciaries.

Upon request, you may request funds to be sent via ACH (Automated Clearing House).  Meeder Funds does not charge for this service.  The Fund may hold proceeds for shares purchased by ACH up to three (3) days and for shares purchased by check may be as long as ten business days until the purchase amount has been collected.  In addition, if shares are purchased by check and there has been a recent address change on the account, the Fund’s transfer agent will not pay a redemption until reasonably satisfied the check used to purchase shares has been collected, which may take up to ten business days.  To eliminate this delay, you may purchase shares of the Fund by certified check or wire.

If you hold shares in a Meeder Funds mutual fund account and your redemption check remains uncashed for more than one year, the check may be invested in additional shares of the Fund at the NAV next calculated on the day of the investment.

Emergency Circumstances Meeder Funds can suspend or postpone payment of redemption proceeds for up to seven calendar days.  Meeder Funds may postpone or suspend payment of redemption proceeds after the seven calendar days when the NYSE is closed (or when trading is restricted) for any reason other than its customary weekend or holiday closing, such as emergency circumstances, as determined by the Securities and Exchange Commission.

Accounts With Low Balances.  The Fund incurs certain fixed costs in maintaining shareholder accounts.  Therefore, if your account value is less than $2,500 ($400 for an IRA account; $10,000 for an Asset Allocation account), the account will be   subject to an annual fee of $25.00.  You will receive notification 60 days prior to the date the fee is deducted.  If the year to date average daily balance is above the minimums no charge will be assessed to the account.  If you participate in the Automatic Account Builder Program, you will not be subject to the annual fee. This fee also will not be charged to group retirement accounts that are making continuing purchases and certain accounts held by broker-dealers through the National Securities Clearing Corporation.

The Fund also reserves the right to redeem your shares and close your account if redemption activity brings the value of your account below $2,500 ($400 for an IRA account; $9,000 for an Asset Allocation account) or you have opened your account for less than the minimum purchase amount and do not purchase additional shares to meet the minimum balance requirement.  In such cases, you will be notified and given at least 30 days to purchase additional shares before the account is closed.  An involuntary redemption constitutes a sale. You should consult your tax adviser concerning the tax consequences of involuntary redemptions. You may purchase additional shares to increase the value of your account to the minimum amount within the 30-day period. Each share of the Fund also is subject to involuntary redemption at any time if the Board of Trustees determines to liquidate the Fund.

Incidental Costs.  The only costs associated with the Fund are described in the Fund Expenses section and certain incidental fees associated with specific services on accounts.  These fees include an annual maintenance fee of $10 assessed by the custodian for IRA and Coverdell ESA accounts and a $20 fee per account will be assessed to close out an IRA or Coverdell ESA balance at the time of redemption.  We reserve the right to change any of the above fees after notice to you.

Additional Information About Redemptions.  Generally, all redemptions will be for cash. However, if you redeem shares worth $250,000 or more, the Fund reserves the right to pay part or all of your redemption proceeds in readily marketable securities instead of cash. Meeder Funds reserves the right to request a Medallion Signature Guarantee request in writing for share redemptions valued $250,000 or more.  If payment is made in securities, the Fund will value the securities selected in the same manner in which it computes its NAV. This process minimizes the effect of large redemptions on the Fund and its remaining shareholders.  In the event the Fund makes an in-kind distribution, you could incur brokerage and transaction charges when converting the securities to cash.

21

Identity and Fraud Protection.  On every shareholder request received, the transfer agent will employ reasonable measures to verify the identity of the initiator, such as requesting verification of account name, account number, SSN (Social Security Number) and other relevant information.  If appropriate security measures are taken, the transfer agent is not responsible for any loss, damage, cost or expenses in acting on such instructions.

Please take precautions to protect yourself from fraud.  It is important to keep your account information private, and immediately review any account statements or other information that are provided to you from Meeder Funds. Please contact Meeder Funds immediately about any transactions or changes to your account that you believe are unauthorized. 

EXCHANGE PRIVILEGE                                                   

You may exchange shares of the Fund for shares of the same share class of any other Fund within the Meeder Funds that is available for sale in your state at their respective NAVs.  Exchanges are subject to applicable minimum initial and subsequent investment requirements. It will be necessary to complete a separate New Account Application if:
 
· You wish to register a new account in a different name;
 
· You wish to add telephone redemption or exchange privileges to an account; or
 
· You wish to have check-writing redemption privileges in a Money Market Fund account. (A new account application is not required but will need a Medallion Signature Guarantee request by all registered account owners).
 
      Please call Meeder Funds Client Services at 1-800-325-3539 for more information.
 
Exchange requests may be directed to the Fund by mail, fax or telephone.

By Mail or Fax:
 
·
Mail your exchange request to:
 
Meeder Funds
P.O. Box 7177
Dublin, Ohio 43017
 
·
The exchange request must be signed exactly as your name appears on the Fund's account records.
 
·
Requests must be signed by all registered account owners and include account specific information like account number and tax identification.
 
      Any requests received via mail or fax may be verified by telephone with registered owners.  For faxed requests, please fax to 614-766-6669.
22

By Telephone:
 
· You may make exchanges by telephone only if you selected the telephone redemption feature on your New Account Application
 
· Exchange requests may be made by telephone by calling 1-800-325-3539, or (614) 760-2159.
 
· Exchanges must be made within the same account number.
 
· To transfer shares from one account to another account, the registration of accounts must be identical or be subject to Medallion Signature Guarantee rules.
 
Exchange requests in good order received by the Fund or an authorized financial intermediary before 4:00 p.m. ET (or before the NYSE closes if it closes before 4:00 p.m. ET.) will be effective that day.  The price you will receive will be the NAV next determined after the Fund receives your exchange request.   Exchange requests received by the Fund or an authorized financial intermediary after the times listed above are processed at the NAV determined on the following business day.

The exchange of shares of one Fund for shares of another Fund is treated for federal income tax purposes as a sale of the shares redeemed. You may realize a taxable gain or loss on an exchange, and you should consult your tax adviser for further information concerning the tax consequences of an exchange. An exchange between classes of shares of the same Fund is not taxable for federal income tax purposes.

An exchange may be delayed briefly if redemption proceeds are not immediately available for purchase of the newly acquired shares. The exchange privilege may be modified or terminated at any time. In addition, the Fund may reject any exchange request and limit your use of the exchange privilege.

OTHER CLIENT SERVICES

Automatic Account Builder

When making your initial investment in the Fund, you may choose to participate in the Fund’s Automatic Account Builder Program by completing the appropriate section of the New Account Application.  Under the program, monthly or bi-monthly t he Fund’s transfer agent will electronically debit your checking or savings account at the financial institution identified on the account application for the amount of your purchase.  Your bank must be a member of the Automated Clearing House (ACH). There is no charge by the Meeder Funds for this service.  Your financial institution, however, may charge for debiting your account.  It may take one to three business days to receive funds.  You can change the amount or discontinue your participation in the program by phone or by written notice to the Fund at least seven business days prior to the next automatic investment date.  For the Institutional Class the minimum contribution to participate in the plan is $1,000, which may be waived at the discretion of the Adviser or Subadviser.

Direct Deposit

Investments of $100 or more may be directly deposited into your account.  If you wish to have a financial institution electronically transfer funds into your account, you should contact the Fund for information on this service by calling 1-800-325-3539 or (614) 760-2159.  There is no charge for this service, although the financial institution debiting your account may charge a fee for this service.

Systematic Withdrawal Program

This program allows you to automatically sell your shares and receive regular distributions of $100 or more from your account. You must either own or purchase shares having a value of at least $10,000 and advise the Fund in writing of the amount to be distributed and the desired frequency, i.e., monthly, quarterly or annually. This option may be selected by completing the appropriate section of the New Account Application. You should realize that if withdrawals exceed income dividends, the invested principal may be depleted. If the systematic withdrawal amount exceeds the account balance, the withdrawal will be processed for the remaining account balance and the account will be closed.  You may make additional investments to the account and may change or stop the systematic withdrawal program at any time. There is no charge for this program.

23

Sub-accounting for Institutional Investors

The Fund's optional sub-accounting system offers a separate shareholder account for each participant and a master account record for the institution. Share activity is thus recorded and statements prepared for both individual sub-accounts and for the master account. For more complete information concerning this program contact the Fund.

SHORT-TERM TRADING POLICY

The Fund discourages short-term or excessive trading and will seek to restrict or reject such trading or take other action as the Adviser or the transfer agent determines to be appropriate, in accordance with policies adopted by the Funds’ Board of Trustees.  Depending on various factors, including the size of the Fund, the amount of assets the portfolio manager typically maintains in cash equivalents and the dollar amount and frequency of trades, short-term or excessive trading may interfere with the efficient management of the Fund’s portfolio, increase a Fund’s transaction costs, administrative costs and taxes and/or impact Fund performance.  Short-term traders seeking to take advantage of possible delays between the change in the value of the Fund’s portfolio holdings and the reflection of the change in the Fund’s NAV, sometimes referred to as “arbitrage market timing,” may, under certain circumstances, dilute the value of Fund shares if redeeming shareholders receive proceeds (and buying shareholders receive shares) based upon net asset values which do not reflect appropriate fair value prices.

The Fund will seek to reduce the risk of short-term trading by selectively reviewing on a continuous basis recent trading activity in order to identify trading activity that may be contrary to this short-term trading policy.  If the Fund believes, in its sole discretion, that an investor is engaged in excessive short-term trading or is otherwise engaged in market timing activity, the Fund may, with or without prior notice to the investor, reject further purchase orders from that investor, and disclaim responsibility for any consequent losses that the investor may incur.  Alternatively, the Fund may limit the amount, number or frequency of any future purchases and/or the method by which an investor may request future purchases and redemptions, including purchases and/or redemptions by an exchange or transfer between the Fund and any other mutual fund.  The Fund’s response to any particular market timing activity will depend on the facts and circumstances of each case, such as the extent and duration of the market timing activity and the investor's trading history in the Fund.  Although this method of reducing the risk of short-term trading involves judgments that are inherently subjective and involve some selectivity in their application, the Fund seeks to make judgments and applications that are consistent with the interests of the Fund’s shareholders.  While the Fund cannot guarantee the prevention of all excessive trading and market timing, by making these judgments the Fund believes it is acting in a manner that is in the best interests of shareholders.  The Fund’s excessive trading policies generally do not apply to systematic purchases and redemptions.

As an investor, you are subject to this policy whether you are a direct shareholder of the Fund or investing indirectly in the Fund through a financial intermediary such as a broker-dealer, a bank, an insurance company separate account, an investment adviser, an administrator or trustee of an IRS recognized tax-deferred savings plan, such as a 401(k) retirement plan, that maintains an omnibus account with the Fund for trading on behalf of its customers.   The Fund has entered into information sharing agreements with such financial intermediaries under which the financial intermediaries are obligated to: (1) enforce during the term of the agreement, a market-timing policy, the terms of which are acceptable to the Fund; (2) furnish the Fund, upon request, with information regarding customer trading activities in shares of the Fund; and (3) enforce the Fund’s market-timing policy with respect to customers identified by the Fund as having engaged in market timing.  The Fund applies these policies and procedures to all shareholders believed to be engaged in market timing or excessive trading. The Fund has no arrangements to permit any investor to trade frequently in shares of the Fund, nor will it enter into any such arrangements in the future.
24

Financial intermediaries maintaining omnibus accounts with the Fund may impose market timing policies that are more restrictive than the market timing policy adopted by the Board of Trustees.  For instance, these financial intermediaries may impose limits on the number of purchase and sale transactions that an investor may make over a set period of time and impose penalties for transactions in excess of those limits. Financial intermediaries also may exempt certain types of transactions from these limitations. If you purchased your shares through a financial intermediary, you should read carefully any materials provided by the financial intermediary together with this Prospectus to fully understand the market timing policies applicable to you.
 
DISTRIBUTION AND SHAREHOLDER SERVICES FEES

Distribution Plan. The Board of Trustees of the Funds has adopted, on behalf of the Retail Class Shares of the Fund, a shareholder distribution plan pursuant to Rule 12b-1 under the 1940 Act (“Distribution Plan”). The Distribution Plan adopted for the Retail Class Shares allows the Fund to use part of its assets to pay for the sale and distribution of the Shares, including advertising, marketing and other promotional activities as well as shareholder servicing. For these services, the Fund has authorized its agents or distributors to pay a distribution fee at the rates set forth below to financial intermediaries or other parties who have entered into selling or shareholder distribution agreements with the Funds, its agents or distributors. The Funds may also pay a portion of this fee to the Distributor for costs incurred in connection with the distribution, sale or promotion of the Retail Share Class. The Retail Class may pay up to 0.25% of Fund’s average daily net assets attributable to that share class per year. Because the Distribution Fees are paid out of the Funds’ assets on an on-going basis, the fees under the Distribution Plan will, over time, increase the cost of investing in the Fund and cost investors more than other types of sales charges.

Shareholder Services Plan. The Board of Trustees of the Funds has also adopted, on behalf of Funds, a shareholder services plan (“Shareholder Services Plan”). Under the Plan, the various share classes of the Funds except the Prime Money Market Fund bear a service fee at the rates set forth below on an annualized basis. Shareholder Services Fees are paid in exchange for support services provided to shareholders including, but not limited to, responding to customer inquiries, processing payments, providing statements, and maintaining shareholder accounts and records. Shareholder Service fees may be paid by the Funds’ agent or Distributor to financial intermediaries that have entered into shareholder services or similar agreements with the Funds or its agents. Payments under the Shareholder Services Plan are an operating expense of the Funds. Shareholder Services Fees vary according to the agreement and services provided and are committed to the discretion of the Funds’ agent or Distributor up to the following amounts of the Funds’ daily net assets attributable to each class of shares on an annualized basis:

Share Class
Shareholder
Services Fee
Retail Class
0.20%
      Adviser Class
0.25%
Institutional Class
0.10%
 
Additional Compensation. On occasion, the Distributor, the Adviser or its affiliates may make payments out of their own resources, without reimbursement from the Fund, to financial intermediaries and other persons as incentives to market the Funds, to cooperate with the Adviser’s promotional efforts, to support distribution of shares of the fund or provide services to Fund shareholders. These payments are often referred to as “additional cash compensation” and are in addition to the Distribution and Shareholder Services Fees. These payments include fixed charges for establishing access to a Fund’s shares on particular trading systems as well as basis point payments on gross or net sales for the range of services that may otherwise be covered by Distribution or Shareholder Services Plan.

25

Payments to Financial Intermediaries. If you purchase shares of the Fund through a financial intermediary, the broker, representative or financial intermediary through whom you made the purchase may have received a portion of the Distribution Fee or Additional Compensation described above. These payments may create a conflict of interest by influencing the broker, representative or financial intermediary to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s web site for more information.

DIVIDENDS AND DISTRIBUTIONS
 
Investment Income and Capital Gains .  The Fund may earn dividends and interest (i.e., investment income) on its investments.  In addition, when the Fund sells a security for a price that is higher than it paid, it records a gain.  When the Fund sells a security for a price that is lower than it paid, it records a loss.  If the Fund has held the security for more than one year, the gain or loss will be a long-term capital gain or loss.  If the Fund has held the security for one year or less, the gain or loss will be a short-term capital gain or loss.  The Fund's gains and losses are netted together to produce net capital gains or net capital losses.  As a shareholder, you will receive your share of the Fund's investment income and net capital gains.

Distributions.   The Fund's net investment income and short-term capital gains are paid to you as ordinary dividends.  The Fund's long-term capital gains are paid to you as capital gain distributions.  If the Fund pays you an amount in excess of its income and gains, this excess will generally be treated as a non-taxable return of capital.  These amounts, taken together, are what we call the Fund's "distributions".  The Fund distributes substantially all of its net investment income as dividends to shareholders on a monthly basis.  The Fund distributes capital gains, if any, annually.  The Fund may distribute income dividends and capital gains more frequently, if necessary, in order to reduce or eliminate federal excise or income taxes on the Fund.  The amount of any distribution varies and there is no guarantee the Fund will pay either income dividends or capital gain distributions.

Dividend Reinvestment.   Most investors have their dividends reinvested in additional shares of the Fund.  If you choose this option, or if you do not indicate any choice, your dividends will be reinvested in additional shares of the Fund at the applicable NAV on the dividend payable date.  Alternatively, you can choose to have a check for your dividends mailed to you.  However, if the check is not deliverable or the check is not cashed within six months of the date of the check, your check may be invested in additional shares of the Fund at the NAV next calculated on the day of the investment.  Dividend distributions of less than $10 are automatically reinvested in the Fund.  You may elect to have distributions on shares held in IRAs paid in cash only if you are 59 1/2 years old or permanently and totally disabled or if you otherwise qualify under the applicable plan.
 
TAXES
 
The following information is provided to help you understand the federal income taxes you may have to pay on income dividends and capital gains distributions from the Fund, as well as on gains realized from your redemption of Fund shares.  This discussion is not intended or written to be used as tax advice. Because everyone’s tax situation is unique, you should consult your tax professional about federal, state, local or foreign tax consequences before making an investment in the Fund.
 
The Fund intends to qualify each year as a "regulated investment company" under Subchapter M of the Internal Revenue Code of 1986, as amended.  By so qualifying, the Fund will not be subject to federal income taxes to the extent that it distributes substantially all of its net investment income and any realized capital gains.  Foreign governments may impose taxes on the income and gains from the Fund's investments in foreign securities.  These taxes will reduce the amount of the Fund's distributions to you.
26

Taxation of Distributions.  Distributions from the Fund (both taxable income dividends and capital gains) are normally taxable to you as ordinary income or long-term capital gains, regardless of whether you reinvest these distributions or receive them in cash (unless you hold shares in a qualified tax-deferred plan or account or are otherwise not subject to federal income tax).  Due to the nature of the investment strategies used, distributions by the Fund, generally are expected to consist primarily of net capital gains; however, the nature of the Fund's distributions could vary in any given year.

At the end of the calendar year, the Fund will send to you an Internal Revenue Service Form 1099 DIV setting forth the amount of ordinary dividends, capital gain distributions and non-taxable distributions you received from the Fund in the prior year.  This statement will include distributions declared in December and paid to you in January of the current year, but which are taxable as if paid on December 31 of the prior year.  The IRS requires you to report these amounts on your income tax return for the prior year.
 
For federal income tax purposes, distributions of net investment income are taxable generally as ordinary income. Dividends of net investment income paid to a non-corporate U.S. shareholder during a taxable year beginning before January 1, 2011 that are properly designated as qualified dividend income will generally be taxable to such shareholder at a maximum rate of 20%.  The amount of dividend income that may be so designated by the Fund generally will be limited to the aggregate of the eligible dividends received by the Fund. In addition, the Fund must meet certain holding period and other requirements with respect to the shares on which the Fund received the eligible dividends, and the non-corporate U.S. shareholder must meet certain holding period and other requirements with respect to Fund shares. Dividends of net investment income that are not designated as qualified dividend income will be taxable as ordinary income.

Distributions of net capital gain (that is, the excess of the net gains from the sale of investments that the Fund owned for more than one year over the net losses from investments that the Fund owned for one year or less) that are properly designated by the Fund as capital gain dividends will be taxable as long-term capital gain regardless of how long you have held your shares in the Fund.  Capital gain dividends of a non-corporate U.S. shareholder recognized during a taxable year beginning before January 1, 2011 generally will be taxed at a maximum rate of 20%.  Distributions of net short-term capital gain (that is, the excess of any net short-term capital gain over net long-term capital loss), if any, will be taxable to shareholders as ordinary income.  Capital gain of a corporate shareholder is taxed at the same rate as ordinary income.

For taxable years beginning after December 31, 2012, an additional 3.8% Medicare tax generally will be imposed on certain net investment income of non-corporate taxpayers, including dividends and capital gain distributions received from the Fund and gains from the sale of shares, including redemptions.

The Fund may incur net capital losses, which can be carried forward to subsequent tax years.  These loss carry forwards may be applied against subsequent capital gains within the Fund, thus reducing or eliminating capital gains distributions to shareholders of the Fund.  Information regarding capital loss carry forwards, if any, including the amount available and the expiration date, can be found in the Meeder Funds Annual Report.

U.S. Government Interest.  Many states grant tax-free status to dividends paid from interest earned on direct obligations of the U.S. Government, subject to certain restrictions.  The Fund will provide you with information at the end of each calendar year on the amount of any such dividends that may qualify for exemption from reporting on your individual income tax returns.

State Taxes.  Ordinary dividends and capital gain distributions that you receive from the Fund and gains arising from redemptions or exchanges of your Fund shares will generally be subject to state and local income tax.  The holding of Fund shares may also be subject to state and local intangibles taxes.  You may wish to contact your tax adviser to determine the state and local tax consequences of your investment in the Fund.

Distributions to Retirement Plans.  Fund distributions received by your qualified retirement plan, such as a 401(k) plan or IRA, are generally tax-deferred; this means that you are not required to report Fund distributions on your income tax return when paid to the plan, but you will be required to report Fund distributions on your income tax return when your qualified plan makes payments directly to you.  In general, these plans or accounts are governed by complex tax rules.  In addition, s pecial rules apply to payouts from Roth IRAs.  You should ask your tax adviser or plan administrator for more information about your tax situation, including possible state or local taxes.

27

Dividends-Received Deduction.   Corporate investors may be entitled to a dividends-received deduction on a portion of the ordinary dividends they receive from the Fund.

Buying a Dividend.  If you are a taxable investor and invest in the Fund shortly before it makes a capital gain distribution, some of your investment may be returned to you in the form of a taxable distribution.  Fund distributions will reduce the Fund's NAV per share.  Therefore, if you buy shares after the Fund has experienced capital appreciation but before the record date of a distribution of those gains, you may pay the full price for the shares and then effectively receive a portion of the purchase price back as a taxable distribution.  This is commonly known as “buying a dividend.”

Selling Shares.  Selling your shares may result in a realized capital gain or loss, which is subject to federal income tax.  For individuals, any long-term capital gains you realize from selling Fund shares currently are taxed at a maximum rate of 20%.  Short-term capital gains are taxed at ordinary income tax rates.  You or your tax adviser should track your purchases, tax basis, sales and any resulting gain or loss. If you redeem Fund shares for a loss, you may be able to use this capital loss to offset any other capital gains you have.

Backup Withholding.  By law, you may be subject to backup withholding on a portion of your taxable distributions and redemption proceeds unless you provide your correct Social Security or taxpayer identification number and certify that (1) this number is correct, (2) you are not subject to backup withholding, and (3) you are a U.S. person (including a U.S. resident alien).  You also may be subject to withholding if the Internal Revenue Service instructs us to withhold a portion of your distributions or proceeds. When withholding is required, the amount is 28% of any distributions or proceeds paid.  You should be aware that the Fund may be fined $50 annually by the Internal Revenue Service for each account for which a certified taxpayer identification number is not provided.  In the event that such a fine is imposed with respect to a specific account in any year, the Fund may make a corresponding charge against the account.
 
SHAREHOLDER REPORTS AND OTHER INFORMATION
 
Statements, Reports and Prospectuses.  The Fund or your financial intermediary will send you quarterly account statements and other Fund materials and reports.  If you have an account directly with the Meeder Funds, you may elect to receive electronic copies of account statements, Prospectuses, shareholder reports and other Fund information.  To select this option, visit www.MHInfrastructurefund.com and enroll in the Meeder Funds electronic delivery program.  After enrolling and activating your account, you will receive e-mail notifications when Fund documents are available to be viewed and downloaded.  You also may view your accounts online, as well as obtain account transactions and balance information at www.MHInfrastructurefund.com .

Householding.  To avoid sending duplicate copies of materials to households, the Fund will mail only one copy of each Prospectus, annual and semi-annual report and annual notice of the Fund’s privacy policy to shareholders having the same last name and address.  The consolidation of these mailings, called “householding”, benefits the Fund by reducing mailing expense.  If you want to receive multiple copies of these materials, you may write to Mutual Funds Service Co. at 6125 Memorial Drive, Dublin, OH 43017 or call 1-800-325-3539.  Individual copies of Prospectuses, reports and privacy notices will be sent to you commencing within 30 days after Mutual Funds Service Co. receives your request to stop householding.

28

FINANCIAL HIGHLIGHTS

The financial highlights tables are intended to help you understand the Fund’s financial performance for the past 5 years.  Certain information reflects financial results for a single Fund share.  The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions).  The financial highlights have been audited by Cohen Fund Audit Services, Ltd., Independent Registered Public Accounting Firm, whose report, along with the Fund’s financial statements, are included in the annual report, which is available upon request.

29

MILLER/HOWARD INFRASTRUCTURE FUND
(formerly Utilities and Infrastructure Fund)
 
   
2015
   
2014
   
2013
   
2012
   
2011
 
Net Asset Value, Beginning of Year
 
$
30.45
   
$
30.98
   
$
24.17
   
$
24.06
   
$
23.51
 
 
                                       
Income from Investment Operations
                                       
Net Investment Income (1)
   
0.17
     
0.19
     
0.17
     
0.15
     
0.22
 
Net Gains (losses) on Securities, Futures, and Options (both realized and unrealized)
   
(5.40
)
   
2.64
     
6.81
     
0.21
     
0.70
 
Total from Investment Operations
   
(5.23
)
   
2.83
     
6.98
     
0.36
     
0.92
 
 
                                       
Less Distributions
                                       
From Net Investment Income
   
(0.25
)
   
(0.83
)
   
(0.17
)
   
(0.15
)
   
(0.37
)
From Net Capital Gains
   
(6.80
)
   
(2.53
)
   
0.00
     
(0.10
)
   
0.00
 
Total Distributions
   
(7.05
)
   
(3.36
)
   
(0.17
)
   
(0.25
)
   
(0.37
)
Net Asset Value, End of Year
 
$
18.17
   
$
30.45
   
$
30.98
   
$
24.17
   
$
24.06
 
 
                                       
Total Return (Assumes Reinvestment of Distributions)
   
(16.92
%)
   
9.42
%
   
28.96
%
   
1.52
%
   
3.93
%
                                         
Ratios/Supplemental Data
                                       
Net Assets, End of Year ($000)
 
$
20,034
   
$
46,746
   
$
37,988
   
$
30,452
   
$
32,609
 
Ratio of Net Expenses to Average Net Assets
   
1.98
%
   
1.88
%
   
1.87
%
   
1.89
%
   
1.90
%
Ratio of Net Investment Income  (Loss) to Average Net Assets
   
0.56
%
   
0.63
%
   
0.62
%
   
0.63
%
   
0.87
%
Ratio of Expenses to Average Net Assets after Reductions and Recoupment of Fees, Excluding Commissions Recaptured and Fees Received from Custodian
   
1.98
%
   
1.88
%
   
1.87
%
   
1.89
%
   
1.90
%
Ratio of expenses to Average Net Assets before Reductions
   
2.01
%
   
1.89
%
   
1.99
%
   
2.02
%
   
2.02
%
Portfolio Turnover Rate
   
54
%
   
34
%
   
19
%
   
29
%
   
43
%

(1)
Net investment income per share is based on average shares outstanding during the period.
30

FOR MORE INFORMATION:

Statement of Additional Information (SAI)

The SAI provides more detailed information about the Fund.  The SAI has been filed with the Securities and Exchange Commission and is incorporated by reference in this Prospectus (is legally a part of this Prospectus).

Annual and Semiannual Reports

These reports include portfolio holdings, financial statements, performance information, the auditor's report (in the case of the annual report), and a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance during its last fiscal year.

The Fund makes available its SAI, annual reports and semi-annual reports, free of charge on the Meeder Funds’ website at www.MHInfrastructurefund.com.   If you buy your shares through a financial intermediary, you should contact the financial intermediary directly for more information.

To request a free copy of the current annual report, semi-annual report or SAI, or to request other information about the Fund, or make shareholder inquiries, please write, call or e-mail us at:

Miller/Howard Infrastructure Fund
c/o Meeder Funds
6125 Memorial Drive
Dublin, OH  43017
614-760-2159
Toll Free:  1-800-325-3539
Fax:  614-766-6669
meederfunds@meederinvestment.com
www.MHInfrastructurefund.com

Information about the Fund (including the SAI) can be reviewed and copied at the Commission's Public Reference Room in Washington, D.C., and information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-202-551-8090.  Reports and other information about the Fund are available on the EDGAR Database on the Commission's Internet site at http://www.sec.gov, and copies of this information may be obtained, after paying a duplicating fee, by electronic request at the following E-mail address: publicinfo@sec.gov , or by writing the Commission's Public Reference Section, Washington, D.C.  20549-1590.
31

MEEDER FUNDS®

MONEY MARKET FUND
TOTAL RETURN BOND FUND
BALANCED FUND
MUIRFIELD FUND
SPECTRUM FUND
MILLER/HOWARD INFRASTRUCTURE FUND
DYNAMIC GROWTH FUND
GLOBAL OPPORTUNITIES FUND
AGGRESSIVE GROWTH FUND
DIVIDEND OPPORTUNITIES FUND
QUANTEX FUND

Statement of Additional Information Dated [      ], 2016

This Statement of Additional Information is not a prospectus. It should be read in conjunction with the Prospectuses of the Meeder Funds® dated April 29, 2016 and [     ], 2016. A copy of each Prospectus may be obtained from the Meeder Funds®, at the above address, or by calling: 1-800-325-3539, or (614) 760-2159. Capitalized terms used and not otherwise defined herein have the same meanings as defined in the Prospectuses.
 
TABLE OF CONTENTS
 
 
Page
Description of the Trust
3
Investment Policies and Related Matters
4
Investment Policies and Restrictions
33
Money Market Fund
35
Total Return Bond Fund
37
Muirfield Fund®
38
Spectrum Fund
38
Miller/Howard Infrastructure Fund
39
Quantex Fund™
42
Dynamic Growth Fund, Aggressive Growth Fund and Global Opportunities Fund
44
Dividend Opportunities Fund
45
Balanced Fund
45
Bond Ratings
47
Disclosure of Portfolio Holdings
49
Portfolio Turnover
51
Purchase and Sale of Portfolio Securities
51
Valuation of Portfolio Securities
54
Calculation of Yield - Total Return Bond Fund
57
Comparative Performance Information
57
Additional Purchase and Redemption Information
58
Investment Adviser
59
Investment Subadviser
67
Officers and Trustees
69
The Distributor
76
Distribution and Shareholder Services Plans
77
Distributions and Taxes
81
Other Services
82
Anti-Money Laundering Program
83
Proxy Voting Procedures
84
Principal Holders of Outstanding Shares
84
Financial Statements
89
Appendix I – Proxy Voting Policies, Procedures and Guidelines
 

Investment Adviser
 
Transfer Agent
Meeder Asset Management, Inc.
 
Mutual Funds Service Co.
2

DESCRIPTION OF THE TRUST
 
Background .  The Meeder Funds® Trust (“Trust”) was organized as a Massachusetts business trust on December 31, 1991 as the successor to a Pennsylvania business trust organized on April 30, 1982. Each of its 11 constituent funds is a diversified open-end management investment company. The business and affairs of the Trust are under the direction of its Board of Trustees (“Board”).

As stated in "Investment Policies and Other Matters," except as otherwise expressly provided herein, a Fund's investment objectives and policies are not fundamental and may be changed by Trustees without shareholder approval.

For descriptions of the investment objectives and policies of a Fund, see "Investment Policies and Other Matters."  For descriptions of the management and expenses of the Funds, see "Investment Adviser" and "Officers and Trustees.”

Shares of Beneficial Interest The Trust's Declaration of Trust permits the Trust to offer and sell an unlimited number of full and fractional shares of beneficial interest in each of the Trust's existing Funds and to create additional Funds. All shares have a par value of $.10 per share, are fully paid, non-assessable and fully transferable when issued. All shares are issued as full or fractional shares.

A fraction of a share has the same rights and privileges as a full share. Each Fund of the Trust will issue its own series of shares of beneficial interest. The shares of each Fund represent an interest only in that Fund's assets (and profits or losses) and in the event of liquidation, each share of a particular Fund would have the same rights to dividends and assets as every other share of that Fund.

Each full or fractional share has a proportionate vote. On some issues, such as the election of Trustees, all shares of the Trust vote together as one series. On an issue affecting a particular Fund, only its shares vote as a separate series. An example of such an issue would be a fundamental investment restriction pertaining to only one Fund. In voting on a Distribution Plan, approval of the Plan by the shareholders of a particular Fund would make the Plan effective as to that Fund, whether or not it had been approved by the shareholders of the other Funds.

Shares are fully paid and nonassessable.  Shares have no preemptive or conversion rights. The Trust or any Fund may be terminated upon the sale of its assets to another open-end management investment company, if approved by vote of the holders of a majority of the Trust or the Fund, as determined by the current value of each shareholder's investment in the Fund or Trust, or upon liquidation and distribution of its assets, if approved by a majority of the Trustees of the Trust. If not so terminated, the Trust and the Funds will continue indefinitely.

Each Fund, except the Money Market Fund, offers three classes of shares: Retail Class, Adviser Class and Institutional Class.  The Money Market Fund offers Retail Class and Institutional Class shares. Each share class represents an interest in the same assets of a Fund, has the same rights and is identical in all material respects except that (i) each class of shares may bear different distribution fees; (ii) certain other class specific expenses will be borne solely by the class to which such expenses are attributable; and (iii) each class has exclusive voting rights with respect to matters relating to its own distribution arrangements. The Trustees may classify and reclassify the shares of a Fund into additional classes of shares at a future date.
3

Trustee Liability The Declaration of Trust provides that the Trustees, if they have exercised reasonable care, will not be liable for any neglect or wrongdoing, but nothing in the Declaration of Trust protects Trustees against any liability to which they would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of their office.

Voting Rights.   When matters are submitted for shareholder vote, shareholders of each Fund will have one vote for each full share held and proportionate, fractional votes for fractional shares held. A separate vote of a Fund is required on any matter affecting the Fund on which shareholders are entitled to vote. Shareholders of one Fund are not entitled to vote on a matter that does not affect that Fund but that does require a separate vote of any other Fund. There normally will be no meetings of shareholders for the purpose of electing Trustees unless and until such time as less than a majority of Trustees holding office have been elected by shareholders, at which time the Trustees then in office will call a shareholders' meeting for the election of Trustees. Any Trustee may be removed from office upon the vote of shareholders holding at least two-thirds of the Trust's outstanding shares at a meeting called for that purpose. The Trustees are required to call such a meeting upon the written request of shareholders holding at least 10% of the Trust's outstanding shares. Shareholders have under certain circumstances (e.g., upon application and submission of certain specified documents to the Trustees of a Fund by a specified number of shareholders) the right to communicate with other shareholders in connection with requesting a meeting of shareholders for the purpose of removing one or more Trustees.

INVESTMENT POLICIES AND RELATED MATTERS

General.  The investment policies set forth below in this section represent the Funds' policies as of the date of this Statement of Additional Information (“SAI”). Unless otherwise stated, the investment policies are not fundamental and all may be changed by the Trustees of the Funds without shareholder approval.

The Funds’ investment adviser is Meeder Asset Management, Inc. (“Adviser”).  The Adviser utilizes a series of quantitative models in managing the Funds’ investments.  These models guide most of the Adviser’s investment decisions, from asset allocations, to sectors, capitalization and the selection of individual securities.

Based on the Adviser’s quantitative models, particular Funds may implement a defensive investment strategy during severe market declines in an attempt to shield the portfolio’s assets from severe decline in value.  This defensive investment strategy is implemented by the Adviser, who will move a portion or all of the Fund’s equity investments into more conservative bonds or money market investments or exchange traded funds (“ETFs”) that primarily invest in money markets or cash equivalents for the duration of the market decline and will usually reinvest in equities when the market conditions are favorable to equity investment again (See "Defensive Investment Strategy" and "Money Market Instruments and Bonds," below.)

4

Because the Adviser intends to employ flexible defensive investment strategies when market trends are not considered favorable, the Adviser may occasionally invest the entire portfolio in (or enter into repurchase agreements with banks and broker-dealers with respect to) corporate bonds, U.S. Government securities, commercial paper, certificates of deposit or other money market instruments in an attempt to avoid potential losses. High transaction costs could result when compared with other funds due to this defensive investment strategy.

The following table summarizes the applicability of the following investment policies and restrictions, by fund:
 
 
Money
Market
Fund
Total
Return
Bond
Fund
Balanced
Fund
Muirfield
Fund
Spectrum
Fund
Miller/
Howard Infrastructure Fund
Asset Coverage for Options and Futures Positions
 
a
a
a
a
a
Closed-End Investment Companies
 
a
a
a
a
a
Combined Positions
   
a
a
a
a
Correlation of Price Changes
 
a
a
a
a
a
Defensive Investment Strategy
           
Exchange Traded Funds
 
a
a
a
a
a
Exchange Traded Notes
 
a
a
a
a
a
Foreign Investments
 
a
a
a
a
a
Funding Agreements
a
a
       
Futures Contracts
 
a
a
a
a
a
Futures Margin Payments
 
a
a
a
a
a
Hedging Strategies
 
a
a
a
a
a
Illiquid Investments
a
a
a
a
a
a
Index-based Investments
a
a
a
a
a
 
Investment Company Securities
a
a
a
a
a
a
Investment Grade Corporate Debt
a
a
a
a
a
a
Limitation on Futures and Options Transactions
 
a
a
a
a
a
Liquidity of Futures Contracts
 
a
a
a
a
a
Master Limited Partnership Interests
         
a
Money Market Instruments
 
a
a
a
a
a
Option Strategies
 
a
a
a
a
a
Options and Futures Relating to Foreign Currencies
 
a
a
a
a
a
OTC Options
 
a
a
a
a
 
Preferred Securities
 
a
a
a
a
a
Real Estate Securities and Related Derivatives
 
a
a
a
a
a
Repurchase Agreements
a
a
a
a
a
a
Restricted Securities
a
a
a
a
a
a
Reverse Repurchase Agreements
 
a
a
a
a
a
Royalty Trusts
         
a
Securities Lending
 
a
a
a
a
a

5

 
Money
Market
Fund
Total
Return
Bond Fund
Balanced
Fund
Muirfield
Fund
Spectrum
Fund
Miller /
Howard Infrastructure Fund
Short  Sales
 
a
a
a
a
a
U.S. Government Securities
a
a
a
a
a
a
Warrants
 
a
a
a
a
a
When-Issued and Delayed Delivery Securities
a
a
a
a
a
 
 
Dynamic
Growth
Fund
Global Opportunities
Fund
Aggressive Growth
Fund
Dividend Opportunities
Fund
Quantex
Fund
Asset Coverage for Options and Futures Positions
a
a
a
a
a
Closed-End Investment Companies
a
a
a
a
 
Combined Positions
a
a
a
a
 
Correlation of Price Changes
a
a
a
a
a
Defensive Investment Strategy
         
Exchange Traded Funds
a
a
a
a
a
Exhange Traded Notes
a
a
a
a
a
Foreign Investments
a
a
a
a
 
Funding Agreements
         
Futures Contracts
a
a
a
a
a
Futures Margin Payments
a
a
a
a
a
Hedging Strategies
a
a
a
a
a
Illiquid Investments
a
a
a
a
a
Index-based Investments
a
a
a
a
a
Investment Company Securities
a
a
a
a
a
Investment Grade Corporate Debt
a
a
a
a
 
Limitation on Futures and Options Transactions
a
a
a
a
a
Liquidity of Futures Contracts
a
a
a
a
a
Master Limited Partnership Interests
         
Money Market Instruments
a
a
a
a
a
Option Strategies
a
a
a
a
a
Options and Futures Relating to Foreign Currencies
a
a
a
a
a
OTC Options
a
a
a
a
a
Preferred Securities
a
a
a
a
a
Real Estate Securities and Related Derivatives
a
a
a
a
a
Repurchase Agreements
a
a
a
a
a
Restricted Securities
a
a
a
a
a
Reverse Repurchase Agreements
a
a
a
a
a
Royalty Trusts
         
Securities Lending
a
a
a
a
a
Short Sales
a
a
a
a
a
U.S. Government Securities
a
a
a
 
a
Warrants
a
a
a
a
a
When-Issued and Delayed Delivery Securities
a
a
a
a
a
6

Asset Coverage for Options and Futures Positions. The Funds will comply with guidelines established by the Securities and Exchange Commission (“SEC”) with respect to coverage of options and futures strategies by mutual funds, and if the guidelines so require, will set aside appropriate liquid assets in a segregated custodial account in the amount prescribed. Securities held in a segregated account cannot be sold while the futures strategy is outstanding, unless they are replaced with other suitable assets. As a result, there is a possibility that segregation of a large percentage of the Fund's assets could impede the Adviser’s or the Fund's ability to meet redemption requests or other current obligations.

Closed-End Investment Companies.   The Funds may invest their assets in "closed-end" investment companies (or "closed-end funds"), subject to the investment restrictions set forth below.  The Funds, together with any company or companies controlled by the Funds, and any other investment companies having the Adviser as an investment adviser, may purchase in the aggregate only up to 3% of the total outstanding voting stock of any closed-end fund.  Shares of closed-end funds are typically offered to the public in a one-time initial public offering by a group of underwriters who retain a spread or underwriting commission of between 4% and 6% of the initial public offering price.  Such securities are then listed for trading on the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market and, in some cases, may be traded in other over-the-counter markets.  Because the shares of closed-end funds cannot be redeemed upon demand to the issuer like the shares of an open-end investment company (such as a Fund), investors seek to buy and sell shares of closed-end funds in the secondary market.

7

The Funds generally will purchase shares of closed-end funds only in the secondary market.  The Funds will incur normal brokerage costs on such purchases similar to the expenses a Fund would incur for the purchase of securities of any other type of issuer in the secondary market.  The Funds may, however, also purchase securities of a closed-end fund in an initial public offering when, in the opinion of the Manager, based on a consideration of the nature of the closed-end fund's proposed investments, the prevailing market conditions and the level of demand for such securities, they represent an attractive opportunity for growth of capital.  The initial offering price typically will include a dealer spread, which may be higher than the applicable brokerage cost if a Fund purchased such securities in the secondary market.

The shares of many closed-end funds, after their initial public offering, frequently trade at a price per share which is less than the net asset value per share, the difference representing the "market discount" of such shares.  This market discount may be due in part to the investment objective of long-term appreciation, which is sought by many closed-end funds, as well as to the fact that the shares of closed-end funds are not redeemable by the holder upon demand to the issuer at the next determined net asset value but rather are subject to the principles of supply and demand in the secondary market.  A relative lack of secondary market purchasers of closed-end fund shares also may contribute to such shares trading at a discount to their net asset value.

The Funds may invest in shares of closed-end funds that are trading at a discount to net asset value or at a premium to net asset value.  There can be no assurance that the market discount on shares of any closed-end fund purchased by the Funds will ever decrease.  In fact, it is possible that this market discount may increase and the Funds may suffer realized or unrealized capital losses due to further decline in the market price of the securities of such closed-end funds, thereby adversely affecting the net asset value of the Funds’ shares.  Similarly, there can be no assurance that any shares of a closed-end fund purchased by the Funds at a premium will continue to trade at a premium or that the premium will not decrease subsequent to a purchase of such shares by a Fund.

Closed-end funds may issue senior securities (including preferred stock and debt obligations) for the purpose of leveraging the closed-end fund's common shares in an attempt to enhance the current return to such closed-end fund's common shareholders.  The Funds’ investment in the common shares of closed-end funds that are financially leveraged may create an opportunity for greater total return on its investment, but at the same time may be expected to exhibit more volatility in market price and net asset value than an investment in shares of investment companies without a leveraged capital structure.

Combined Positions.   The Funds may purchase and write options in combination with each other or in combination with futures or forward contracts, to adjust the risk and return characteristics of the overall position. For example, the Funds may purchase a put option and write a call option on the same underlying instrument, in order to construct a combined position whose risk and return characteristics are similar to selling a futures contract. Another possible combined position would involve writing a call option at one strike price and buying a call option at a lower price, in order to reduce the risk of the written call option in the event of a substantial price increase. Because combined options positions involve multiple trades, they result in higher transaction costs and may be more difficult to open and close out.

8

Convertible Securities.   Convertible securities include bonds, debentures, notes, preferred stocks and other securities that entitle the holder to acquire common stock or other equity securities of the same or a different issuer. Convertible securities have general characteristics similar to both debt and equity securities. A convertible security generally entitles the holder to receive interest or preferred dividends paid or accrued until the convertible security matures or is redeemed, converted or exchanged. Before conversion, convertible securities have characteristics similar to non-convertible debt obligations. Convertible securities rank senior to common stock in a corporation’s capital structure and, therefore, generally entail less risk than the corporation’s common stock, although the extent to which such risk is reduced depends in large measure upon the degree to which the convertible security sells above its value as a debt obligation. A convertible security may be subject to redemption at the option of the issuer at a predetermined price. If a convertible security held by the Fund is called for redemption, the Funds will be required to permit the issuer to redeem the security, convert it to underlying common stock, or sell the convertible security to a third party, which may have an adverse effect on the Funds' ability to achieve its investment objectives.

A “synthetic” or “manufactured” convertible security may be created by the Fund or by a third party by combining separate securities that possess the two principal characteristics of a traditional convertible security: an income producing component and a convertible component. The income-producing component is achieved by investing in non-convertible, income-producing securities such as bonds, preferred stocks and money market instruments. The convertible component is achieved by investing in securities or instruments such as warrants or options to buy common stock at a certain exercise price, or options on a stock index. Unlike a traditional convertible security, which is a single security having a single market value, a synthetic convertible comprises two or more separate securities, each with its own market value. Because the “market value” of a synthetic convertible security is the sum of the values of its income- producing component and its convertible component, the value of a synthetic convertible security may respond differently to market fluctuations than a traditional convertible security. The Funds also may purchase synthetic convertible securities created by other parties, including convertible structured notes. Convertible structured notes are income-producing debentures linked to equity. Convertible structured notes have the attributes of a convertible security; however, the issuer of the convertible note (typically an investment bank), rather than the issuer of the underlying common stock into which the note is convertible, assumes credit risk associated with the underlying investment and the Funds in turn assume credit risk associated with the issuer of the convertible note.

9

Correlation of Price Changes. Because there are a limited number of types of exchange traded options and futures contracts, it is likely that the standardized contracts available will not match the Fund's current or anticipated investments exactly. The Funds may invest in options and futures contracts based on securities with different issuers, maturities, or other characteristics from the securities in which it typically invests, which involves a risk that the futures position will not track the performance of the Funds’ other investments.

Options and futures prices can also diverge from the prices of their underlying instruments, even if the underlying instruments match the Funds’ investments well. Options and futures prices are affected by such factors as current and anticipated short-term interest rates, changes in volatility of the underlying instrument, and the time remaining until expiration of the contract, which may not affect security prices the same way. Imperfect correlation may also result from differing levels of demand in the futures markets and the securities markets, from structural differences in how futures and securities are traded, or from imposition of daily price fluctuation limits or trading halts.

The Funds may purchase or sell futures contracts with a greater or lesser value than the securities it wishes to hedge or intends to purchase in order to attempt to compensate for differences in volatility between the contract and the securities, although this may not be successful in all cases. If price changes in the Funds’ options or futures positions are poorly correlated with its other investments, the positions may fail to produce anticipated gains or result in losses that are not offset by gains in other investments.

Defensive Investment Strategy.   The Muirfield Fund, Spectrum Fund, and Balanced Fund are asset allocation mutual funds. The Funds’ Adviser has been involved in the application of tactical asset allocation, with over 40 years’ experience managing market risk, in all stock and bond market conditions.

Studies have underscored the importance of the asset allocation decision. The Adviser believes the choice of the correct asset class has often contributed more to investment performance than the selection of a sector or individual security. Yet the typical investor and mutual fund manager often focus instead on an individual security or sector.

Since 1974, the Adviser's tactical asset allocation discipline, called "Defensive Investing", has addressed the asset allocation decision by making shifts in the mix of stocks, bonds and cash in a portfolio. "Defensive Investing" is based on mathematical principles and historical precedent.

The Adviser's tactical asset allocation discipline is based upon daily monitoring of over 50 technical and fundamental market indicators. Among the factors that the Adviser monitors in an attempt to assess the current market environment are the following:

Index Evaluation. The trend of stock market indices and comparative analysis of the various indices to evaluate the market’s relative strengths and weaknesses.

10

Divergent Market Activity. Comparison of internal measurements of the market to the trend of prices.

Monetary and Interest Rate Trends. The trends of interest rates and monetary conditions.

Investor Sentiment. The effect of current opinion on the market environment.

Volume Relationship to Price. Comparison of volume measurements to price trends.

Extreme Market Activity. Short-term overbought or oversold conditions.

Market Valuations.  Stock market valuations on an absolute basis as well as relative to inflation and interest rates.

For certain Funds, the Adviser maintains the flexibility to be fully invested in the stock markets during favorable market conditions. "Defensive Investing" examines and incorporates past market history in order to anticipate potential future market movements.

The stock market has historically offered returns that have exceeded those available from bonds or money market instruments. Through the Adviser's asset allocation process, it strives to protect shareholders during unfavorable, high-risk markets and participate in rising low risk markets.

For temporary defensive purposes, the Muirfield Fund, Spectrum Fund and Balanced Fund may invest in (or enter into repurchase agreements with banks and broker-dealers with respect to) corporate bonds, U.S. Government securities, commercial paper, certificates of deposit or other money market instruments, and money market mutual funds that invest in these securities.

The Muirfield Fund, Spectrum Fund and Balanced Fund will strive to reduce or eliminate downside risk during adverse stock, bond and foreign currency markets and to participate in positive risk reward market conditions, without excessive risk to principal.

Exchange Traded Funds ETFs are passive funds that track their related index and have the flexibility of trading like a security.  They are managed by professionals and provide the investor with diversification, cost and tax efficiency, liquidity, marginability, are useful for hedging, and have the ability to go long or short.
 
When the Funds invest in sector ETFs, there is a risk that securities within the same group of industries will decline in price due to sector-specific market or economic developments.  If the Funds invest more heavily in a particular sector, the value of its shares may be especially sensitive to factors and economic risks that specifically affect that sector.  As a result, the Funds’ share price may fluctuate more widely than the value of shares of a mutual fund that invests in a broader range of industries.  Additionally, some sectors could be subject to greater government regulation than other sectors.  Therefore, changes in regulatory policies for those sectors may have a material effect on the value of securities issued by companies in those sectors.  The sectors in which the Fund may be more heavily invested will vary.
11

The shares of an ETF may be assembled in a block (typically 50,000 shares) known as a creation unit and redeemed in-kind for a portfolio of the underlying securities (based on the ETF's net asset value) together with a cash payment generally equal to accumulated dividends as of the date of redemption.  Conversely, a creation unit may be purchased from the ETF by depositing a specified portfolio of the ETF's underlying securities, as well as a cash payment generally equal to accumulated dividends of the securities (net of expenses) up to the time of deposit.  The Funds may redeem creation units for the underlying securities (and any applicable cash), and may assemble a portfolio of the underlying securities and use it (and any required cash) to purchase creation units, if the Funds’ Adviser believes it is in the Funds’ interest to do so.  The Funds’ ability to redeem creation units may be limited by the Investment Company Act of 1940, which provides that the ETFs will not be obligated to redeem shares held by the Funds in an amount exceeding one percent of their total outstanding securities during any period of less than 30 days.
 
There is a risk that the underlying ETFs in which the Funds invest may terminate due to extraordinary events that may cause any of the service providers to the ETFs, such as the trustee or sponsor, to close or otherwise fail to perform their obligations to the ETF. Also, because the ETFs in which the Funds intend to invest may be granted licenses by agreement to use the indices as a basis for determining their compositions and/or otherwise to use certain trade names, the ETFs may terminate if such license agreements are terminated.  In addition, an ETF may terminate if its entire net asset value falls below a certain amount.  Although the Funds believe that, in the event of the termination of an underlying ETF it will be able to invest instead in shares of an alternate ETF tracking the same market index or another market index with the same general market, there is no guarantee that shares of an alternate ETF would be available for investment at that time.  To the extent the Funds invest in a sector product, the Funds will be subject to the risks associated with that sector.
 
Exchange Traded Notes.   The Funds may invest in exchange traded notes (“ETNs”). ETNs are senior, unsecured, unsubordinated debt securities whose returns are linked to the performance of a particular market benchmark or strategy minus applicable fees. When the Funds invest in ETNs it will bear its proportionate share of any fees and expenses borne by the ETN. The Funds’ decision to sell its ETN holdings may be limited by the availability of a secondary market. An ETN that is tied to a specific market benchmark or strategy may not be able to replicate and maintain exactly the composition and relative weighting of securities, commodities or other components in the applicable market benchmark or strategy.

Foreign Investments. Foreign investments can involve significant risks in addition to the risks inherent in U.S. investments. The value of securities denominated in or indexed to foreign currencies, and of dividends and interest from such securities, can change significantly when foreign currencies strengthen or weaken relative to the U.S. dollar. Foreign securities markets generally have less trading volume and less liquidity than U.S. markets, and prices on some foreign markets can be highly volatile.

12

Many foreign countries lack uniform accounting and disclosure standards comparable to those applicable to U.S. companies, and it may be more difficult to obtain reliable information regarding an issuer's financial condition and operations.

In addition, the costs of foreign investing, including withholding taxes, brokerage commissions, and custodial costs, are generally higher than for U.S. investments.

Foreign markets may offer less protection to investors than U.S. markets. Foreign issuers, brokers, and securities markets may be subject to less government supervision. Foreign security trading practices, including those involving the release of assets in advance of payment, may involve increased risks in the event of a failed trade or the insolvency of a broker-dealer, and may involve substantial delays. It may also be difficult to enforce legal rights in foreign countries.

Investing abroad also involves different political and economic risks. Foreign investments may be affected by actions of foreign governments adverse to the interests of U.S. investors, including the possibility of expropriation or nationalization of assets, confiscatory taxation, restrictions on U.S. investment or on the ability to repatriate assets or convert currency into U.S. dollars, or other government intervention. There may be a greater possibility of default by foreign governments or foreign government-sponsored enterprises. Investments in foreign countries also involve a risk of local political, economic, or social instability, military action or unrest, or adverse diplomatic developments. There is no assurance that the Adviser or Subadviser will be able to anticipate or counter these potential events.

The considerations noted above generally are intensified for investments in developing countries. Developing countries may have relatively unstable governments, economies based on only a few industries, and securities markets that trade a small number of securities.

The Funds may invest in foreign securities that impose restrictions on transfers within the U.S. or to U.S. persons. Although securities subject to transfer restrictions may be marketable abroad, they may be less liquid than foreign securities of the same class that are not subject to such restrictions.

American Depositary Receipts and European Depositary Receipts (ADRs and EDRs) are certificates evidencing ownership of shares of a foreign-based corporation held in trust by a bank or similar financial institution. Designed for use in U.S. and European securities markets, respectively, ADRs and EDRs are alternatives to the purchase of the underlying securities in their national markets and currencies.

Funding Agreements.   The Money Market Fund and Total Return Bond Fund may invest in funding agreements, also known as guaranteed investment contracts, issued by insurance companies.  Pursuant to such agreements, the Fund invests an amount of cash with an insurance company, and the insurance company credits such investment on a monthly basis with guaranteed interest that is based on an index.  Funding agreements provide that this guaranteed interest will not be less than a certain minimum rate.  Funding agreements also provide for adjustment of the interest rate monthly and are considered variable rate instruments.
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The Money Market Fund and Total Return Bond Fund will only purchase a funding agreement (i) when the Adviser has determined that the funding agreement presents minimal credit risks to the Fund, and (ii) if it may receive all principal of, and accrued interest on, a funding agreement upon written notice and within a period of time not to exceed 397 days.  Because the Fund may not receive the principal amount of a funding agreement from the insurance company on seven days’ notice or less, the funding agreement is considered an illiquid investment.  The percentage of assets in illiquid securities may not exceed 10% of the Fund’s assets (5% for the Money Market Fund).  In determining average weighted portfolio maturity, a funding agreement will be deemed to have a maturity equal to the number of days remaining until the principal amount can be recovered through demand or the next interest reset date, whichever is earlier.

Futures Contracts. When the Funds purchase a futures contract, it agrees to purchase a specified underlying instrument at a specified future date. When the Funds sell a futures contract, it agrees to sell the underlying instrument at a specified future date. The price at which the purchase and sale will take place is fixed when the Funds enter into the contract.

Some currently available futures contracts are based on indices of securities prices, such as the Standard & Poor's 500 Composite Stock Price Index (S&P 500). Futures can be held until their delivery dates, or can be closed out before then if a liquid secondary market is available.

The value of a futures contract tends to increase and decrease in tandem with the value of its underlying instrument. Therefore, purchasing futures contracts will tend to increase the Funds’ exposure to positive and negative price fluctuations in the underlying instrument, much as if it had purchased the underlying instrument directly. When the Funds sell a futures contract, by contrast, the value of its futures position will tend to move in a direction contrary to the market. Selling futures contracts, therefore, will tend to offset both positive and negative market price changes, much as if the underlying instrument had been sold.

Futures Margin Payments. The purchaser or seller of a futures contract is not required to deliver or pay for the underlying instrument unless the contract is held until the delivery date. However, both the purchaser and seller are required to deposit "initial margin" with a futures broker, known as a futures commission merchant (FCM), when the contract is entered into. Initial margin deposits are typically equal to a percentage of the contract's value.

If the value of either party's position declines, that party will be required to make additional "variation margin" payments to settle the change in value on a daily basis. The party that has a gain may be entitled to receive all or a portion of this amount. Initial and variation margin payments do not constitute purchasing securities on margin for purposes of the Funds’ investment limitations. In the event of the bankruptcy of an FCM that holds margin on behalf of the Funds, the Funds may be entitled to return of margin owed to it only in proportion to the amount received by the FCM's other customers, potentially resulting in losses to the Funds.

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Hedging Strategies.   Each Fund, except the Money Market Fund, may engage in hedging transactions in carrying out its investment policies. A hedging program may be implemented for the following reasons: (1) to keep cash on hand to meet shareholder redemptions or other needs while simulating full investment in stocks; (2) to reduce the Fund’s transaction costs or add value when these instruments are favorably priced; (3) to forego taxes that would otherwise have to be paid on gains from the sale of the Fund’s securities; and (4) to attempt to protect the value of certain securities owned or intended to be purchased while the Adviser is implementing a change in the Fund's investment position.

A hedging program involves entering into an “options” or "futures" transaction in lieu of the actual purchase or sale of securities. At present, many groups of common stocks (stock market indices) may be made the subject of futures contracts, while government securities such as Treasury Bonds and Notes are among debt securities currently covered by futures contracts.

Derivatives are financial instruments whose performance is derived, at least in part, from the performance of an underlying asset, security, or index.  Financial futures contracts or related options used by the Fund to implement its hedging strategies are considered derivatives.  The value of derivatives can be affected significantly by even small market movements, sometimes in unpredictable ways.  They do not necessarily increase risk, and may in fact reduce risk.

The objective of an option, futures or forward contract transaction could be to protect a profit or offset a loss in the Funds from future price erosion. Or, the objective could be to acquire the right to purchase a fixed amount of securities or currency at a future date for a definite price. In either case it would not be necessary for the Funds to actually buy or sell the securities or currency currently. Instead, the hedge transaction would give the Funds the right at a future date to sell, or in other instances buy, the particular securities or currency under consideration or similar securities. The value of shares of common stock, the face amount of currency or the face amount of government bonds or notes covered by the hedge transaction would be the same or approximately the same, as the quantity held by the Funds or the quantity under consideration for purchase.

In lieu of the sale of a security or currency, an option transaction could involve the purchase of a put option contract, which would give the Funds the right to sell a common stock, government bond, currency or futures contract on an index (see below), at a specified price until the expiration date of the option. The Funds will only purchase a put option contract on a stock, currency or bond when the number of shares of the issuer's stock, face amount of currency or the face amount of government bonds involved in the option transaction are equal to those owned by the Funds. Limitations on the use of put option contracts on an index are described below.

Also, in lieu of the sale of securities or currency, a futures transaction could involve the sale of a futures contract which would require the Funds either (a) to deliver to the other party to the contract the securities specified and receive payment at the price contracted for, prior to the expiration date of the contract, or (b) to make or entitle it to receive payments representing (respectively) the loss or gain on the currency, security or securities involved in the futures contract.

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Also, in lieu of the sale of a currency, a forward contract could involve the sale of a currency for future delivery. A forward contract will specify a specific price and a specific date for the transaction to occur. A forward contract will only be entered into for specific amounts of currency which match the amount of foreign currency which the Fund will possess on the delivery date. Entering into a forward contract will reduce the affect on net asset values of currency exchange rates on the portion of the currency that is sold.

The securities involved in an option or futures contract may be currency, stocks or government bonds, or a group of stocks represented by a popular stock market index, and they need not be exactly the same as those owned by the Funds.  The Adviser will select the futures contract, which involves a security, group of securities, or index which it feels is closest to a mirror image of the investments held by the Funds.  However, the underlying securities involved in the contract need not be exactly the same underlying securities as those owned by the Funds, and this may entail additional risk, as described below.

To the extent that the Funds enter into futures contracts which sell an index or group of securities short and which therefore could require the Funds to pay the other party to the contract a sum of money measured by any increase in a market index, the Funds will be exposing itself to an indeterminate liability. On the other hand, the Funds should increase or decrease in value to approximately the same extent as the market index or group of securities, so any loss incurred on the contract should be approximately offset by unrealized gains in the Funds positions. Such an outcome is not guaranteed, and it would be possible for the value of the index and the Funds to move in opposite directions, in which case the Funds would realize an unexpected gain or loss.

The Funds will only sell an index short when the Adviser has decided to reduce the Funds’ risk for defensive purposes.  The Funds will close out the open liability as soon as the Adviser decides that a defensive posture is no longer appropriate or the open liability represents an inappropriate risk in the circumstances. In shorting an index, the Funds will segregate the required assets and maintain and supplement such segregation to the extent necessary until the short position is eliminated.

In lieu of the purchase of a security or currency, an option transaction could involve the purchase of a call option, which would give the Funds the right to buy a specified security (common stock or government bonds) or currency or index aggregate at a specified price until the expiration date of the option contract. Sufficient cash or money market instruments will be segregated and maintained in reserve to complete the purchase. The Funds will only purchase call options when the shares of stock or face amount of currency or face amount of bonds or value of the index aggregate included in the option are equal to those planned to be purchased by the Funds.
 
In lieu of the purchase of securities or currency, a futures transaction could involve the purchase of a futures contract, which would either (a) require the Funds to receive and pay for the securities or currency specified in the futures contract at the price contracted for prior to the expiration date of the contract, or (b) require the Funds to make payment or receive payment representing (respectively) the loss or gain on the currency, security or securities involved in the contract. The securities may be government bonds, stocks, or a group of stocks such as a popular stock market index, and need not be exactly the same as those intended to be purchased by the Funds. The Investment Adviser will select the contract (therefore the group of securities) which it believes is most similar to those desired to be purchased by the Funds.

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Also, in lieu of the purchase of a currency, a forward contract could involve the purchase of a currency for future delivery. A forward contract will specify a specific price and a specific date for the transaction to occur. A forward contract will only be entered into for specific amounts of currency which match the amount of foreign currency which the Fund will need to possess on the delivery date. Entering into a forward contract for the purchase of a foreign currency will cause the fluctuations of currency exchange rates to effect the net asset value for the portion of the currency that is purchased.

The Funds may sell any put or call futures contracts or option contracts it enters into. Such a transaction would normally be used to eliminate or close out a hedged position.

Option contracts will be purchased through organized exchanges and will be limited to those contracts that are cleared through the Options Clearing Corporation. Organized exchanges that presently trade option contracts are the Chicago Board Options Exchange, the American Stock Exchange, the Philadelphia Stock Exchange, the Pacific Stock Exchange, and the New York Stock Exchange.

Futures contracts will only be entered into through an organized exchange. The exchanges which presently trade financial futures contracts are the New York Futures Exchange, the Chicago Mercantile Exchange, the Chicago Board of Trade, the Kansas City Board of Trade, and the International Monetary Market (at the Chicago Mercantile Exchange).

Forward contracts for foreign currency will only be entered into with security brokers which are also primary dealers for U.S. Government securities as recognized by the U.S. Federal Reserve Banks or U.S. banks which are members of the Federal Reserve System.

Put and call options and financial futures contracts are valued on the basis of the daily settlement price or last sale on the exchanges where they trade. If an exchange is not open, or if there is no sale, the contract is valued at its last bid quotation unless the Board determines that such is not a fair value. Forward contracts are valued based upon currency dealer quotations for reversing the position. In the case of a futures contract which entails a potential liability for a gain in a market index, the liability is valued at the last sale of an offsetting contract or if there was no sale, at the last asked quotation unless the Board determines that such does not fully reflect the liability.

In conducting a hedging program for the Funds, the Investment Adviser may occasionally buy a call on an index or futures contract and simultaneously sell a put on the same index or futures contract. Or, in other circumstances, it may sell a call and simultaneously buy a put on the same index or futures contract.

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When conducting a hedging program on behalf of the Funds, the Funds will establish and maintain with the Custodian segregated accounts for the deposit and maintenance of margin requirements. Such deposits will be in the form of cash or U.S. Government securities in amounts as shall be required from time to time by the broker or the exchange on which the transactions are effected for the Funds.

For certain regulatory purposes, the Commodity Futures Trading Commission ("CFTC") limits the types of futures positions that can be taken in conjunction with the management of a securities portfolio for mutual funds, such as the Funds. All futures transactions for the Funds will consequently be subject to the restrictions on the use of futures contracts established in CFTC rules, such as observation of the CFTC's definition of "hedging." In addition, whenever the Fund establishes a long futures position, it will set aside cash or cash equivalents equal to the underlying commodity value of the long futures contracts held by the Funds. Although all futures contracts involve leverage by virtue of the margin system applicable to trading on futures exchanges, the Funds will not, on a net basis, have leverage exposure on any long futures contracts that it establishes because of the cash set aside requirement. All futures transactions can produce a gain or a loss when they are closed, regardless of the purpose for which they have been established. Unlike short futures contracts positions established to protect against the risk of a decline in value of existing securities holdings, the long futures positions established by the Funds to protect against reinvestment risk are intended to protect the Funds against the risks of reinvesting portfolio assets that arise during periods when the assets are not fully invested in securities.

The Funds may not purchase or sell financial futures or purchase related options if immediately thereafter the sum of the amount of margin deposits on the Funds’ existing futures positions and premiums paid for related options would exceed 5% of the market value of the Funds’ total assets.

Each Fund expects that any gain or loss on hedging transactions will be substantially offset by any gain or loss on the securities underlying the contracts or being considered for purchase. There can be no guarantee that the Funds will be able to realize this objective.

The Trust, on behalf of the Funds, filed with the National Futures Association, a notice claiming an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act, as amended, and the rules of the CFTC promulgated thereunder, with respect to the Funds’ operation.  Accordingly, the Funds are not subject to registration or regulation as a commodity pool operator.

Illiquid Investments Illiquid investments are investments that cannot be sold or disposed of in the ordinary course of business within seven days at approximately the prices at which they are valued. Under the supervision of the Board, the Adviser determines the liquidity of the Funds’ investments and, through reports from the Adviser, the Board monitors investments in illiquid instruments. In determining the liquidity of the Funds’ investments, the Adviser may consider various factors, including (1) the frequency of trades and quotations, (2) the number of dealers and prospective purchasers in the marketplace, (3) dealer undertakings to make a market, (4) the nature of the security (including any demand or tender features), and (5) the nature of the marketplace for trades (including the ability to assign or offset the Funds’ rights and obligations relating to the investment). Investments currently considered by the Funds to be illiquid include repurchase agreements not entitling the holder to payment of principal and interest within seven days, over-the-counter options, and non-government stripped fixed-rate mortgage-backed securities. Also, the Adviser may determine some restricted securities to be illiquid. However, with respect to over-the-counter options the Funds write, all or a portion of the value of the underlying instrument may be illiquid depending on the assets held to cover the option and the nature and terms of any agreement the Funds may have to close out the option before expiration. In the absence of market quotations, illiquid investments are priced at fair value as determined in good faith by the Board. If through a change in values, net assets, or other circumstances, the Muirfield, Spectrum, Miller/Howard Infrastructure or Quantex Funds were in a position where more than 10% of its net assets were invested in illiquid securities or the Total Return Bond, Balanced, Dynamic Growth, Aggressive Growth or Global Opportunities Funds were in a position where more than 15% of its net assets were invested in illiquid securities, it would seek to take appropriate steps to protect liquidity.

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The total illiquid investment limitation, by fund, is as follows:
 
Money Market Fund
5%
Total Return Bond Fund
15%
Balanced Fund
15%
Muirfield Fund
10%
Spectrum Fund
15%
Miller/Howard Infrastructure Fund
10%
Dynamic Growth Fund
15%
Dividend Opportunities Fund
15%
Aggressive Growth Fund
15%
Global Opportunities Fund
15%
Quantex Fund
10%
 
Index-based Investments.   The Funds may invest its assets in index-based investments (IBIs), including, among others, Standard & Poor’s Depositary Receipts (SPDRs) and DIAMONDS.  IBIs are shares of publicly traded Unit Investment Trusts – investment vehicles registered with the SEC under the Investment Company Act of 1940 – which own the stocks in the relevant index.

IBIs are subject to the risk of an investment in a broadly based portfolio of common stocks, including the risk of declines in the general level of stock prices.  The Fund’s investment in an IBI may not exactly match the performance of a direct investment in the respective index to which it is intended to correspond.  Additionally, an IBI may not fully replicate the performance of its benchmark index due to the temporary unavailability of certain index securities in the secondary market or due to other extraordinary circumstances, such as discrepancies between the IBI and the index with respect to the weighting of securities.  IBIs are also subject to trading halts due to market conditions or other reasons that, in the view of the American Stock Exchange (the “Exchange”), make trading IBIs inadvisable.

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SPDRs are units of beneficial interest in an investment trust sponsored by a wholly-owned subsidiary of the Exchange that represent proportionate undivided interests in a portfolio of securities consisting of substantially all of the common stocks of the S&P 500 Index.  SPDRs are listed on the Exchange and may be traded in the secondary market on a per-SPDR basis.  SPDRs are designed to provide investment results that generally correspond to the price and yield performance of the component of common stocks of the S&P 500 Index.

DIAMONDS are units of beneficial interest in an investment trust representing proportionate undivided interests in a portfolio of securities consisting of all the component common stocks of the Dow Jones Industrial Average.  DIAMONDS are listed on the Exchange and may be traded in the secondary market on a per-DIAMOND basis.  DIAMONDS are designed to provide investment results that generally correspond to the price and yield performance of the component common stocks of the Dow Jones Industrial Average.

Investment Company Securities.   The Muirfield Fund, Spectrum Fund, Aggressive Growth Fund, Dynamic Growth Fund, Global Opportunities Fund, Balanced Fund, Total Return Bond Fund and Miller/Howard Infrastructure Fund invest in the securities of other investment companies to the extent that such an investment would be consistent with the requirements of the Investment Company Act of 1940, and the Funds’ investment objectives.  Investments in the securities of other investment companies may involve duplication of advisory fees and certain other expenses.  By investing in another investment company, the Funds become a shareholder of that investment company.  As a result, the Funds’ shareholders indirectly will bear the Funds’ proportionate share of the fees and expenses paid by shareholders of the other investment company, in addition to the fees and expenses the Funds’ shareholders directly bear in connection with the Funds’ own operations.

Under Section 12(d)(1) of the Investment Company Act of 1940, the Funds may invest only up to 5% of its total assets in the securities of any one investment company (ETF or other mutual funds), but may not own more than 3% of the outstanding voting stock of any one investment company (the "3% Limitation") or invest more than 10% of its total assets in the securities of other investment companies. However, Section 12(d)(1)(F) of the Investment Company Act of 1940, provides that the provisions of paragraph 12(d)(1) shall not apply to securities purchased or otherwise acquired by the Funds if (i) immediately after such purchase or acquisition not more than 3% of the total outstanding stock of such registered investment company is owned by the Funds and all affiliated persons of the Funds; and (ii) the Funds have not offered or sold after January 1, 1971, and is not proposing to offer or sell any security issued by it through a principal underwriter or otherwise at a public offering price which includes a sales load of more than 1½%, unless the Funds are relying on Rule 12d1-3 under the 1940 Act.  Rule 12d1-3 permits a Fund investing in other funds to charge a sales load in excess of 1½% provided any sales charges and services fees charged by the Fund do not exceed the limits established by the Financial Industry Regulatory Authority (“FINRA”).  An investment company that issues shares to athe Funds pursuant to paragraph 12(d)(1)(F) shall not be required to redeem its shares in an amount exceeding 1% of such investment company’s total outstanding shares in any period of less than thirty days. AThe Funds (or the Adviser acting on behalf of the Funds) must comply with the following voting restrictions:  when the Funds exercise voting rights, by proxy or otherwise, with respect to investment companies owned by the Funds, the Funds will either seek instructions from a Funds’ shareholders with regard to the voting of all proxies and vote in accordance with such instructions, or vote the shares held by the Funds in the same proportion as the vote of all other holders of such security.  Because other investment companies employ an investment adviser, such investments by the Funds may cause shareholders to bear duplicate fees.
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In addition, the Funds are subject to the 3% limitation unless (i) the ETF or the Funds have received an order for exemptive relief from the 3% limitation from the SEC that is applicable to the Funds; and (ii) the ETF and the Funds take appropriate steps to comply with any conditions in such order. In the alternative, the Funds may rely on Rule 12d1-3, which allows unaffiliated mutual funds to exceed the 5% limitation and the 10% limitation, provided the aggregate sales loads any investor pays (i.e., the combined distribution expenses of both the acquiring fund and the acquired funds) do not exceed the limits on sales loads established by the FINRA for funds of funds.

Under certain circumstances, an underlying mutual fund may determine to make payment of a redemption by the Muirfield Fund, Spectrum Fund, Dynamic Growth Fund, Aggressive Growth Fund, Global Opportunities Fund, Balanced Fund or Total Return Bond Fund wholly or partly by a distribution in-kind of securities from its portfolio, in lieu of cash, in conformity with rules of the SEC.  In such cases, the respective Fund may hold securities distributed by an underlying mutual fund until the Fund Adviser determines that it is appropriate to dispose of such securities.

Portfolio investment decisions by an underlying mutual fund will be made independent of investment decisions by other underlying mutual funds. Therefore, an underlying mutual fund may be purchasing shares of a company whose shares are simultaneously being sold by some other underlying mutual fund. The result of this would be an indirect transaction expense (principally commissions) for the Muirfield Fund, Spectrum Fund, Dynamic Growth Fund, Aggressive Growth Fund, Global Opportunities Fund, Balanced Fund or Total Return Bond Fund without changing its investment position.

Investment Grade Corporate Debt Corporate debt securities are long and short-term debt obligations issued by companies (such as publicly issued and privately placed bonds, notes and commercial paper).  The Adviser considers corporate debt securities to be of investment grade quality if they are rated BBB or higher by S&P or Baa or higher by Moody's, or if unrated, determined by the Adviser to be of comparable quality.  Investment grade debt securities generally have adequate to strong protection of principal and interest payments.  In the lower end of this category, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal than in higher rated categories.  The Funds may invest in both secured and unsecured corporate bonds. A secured bond is backed by collateral and an unsecured bond is not. Therefore an unsecured bond may have a lower recovery value than a secured bond in the event of a default by its issuer. The Adviser may incorrectly analyze the risks inherent in corporate bonds, such as the issuer's ability to meet interest and principal payments, resulting in a loss to the Funds.
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Limitations on Futures and Options Transactions.   For certain regulatory purposes, the CFTC limits the types of futures positions that can be taken in conjunction with the management of a securities portfolio for mutual funds, such as the Funds. All futures transactions for the Funds will consequently be subject to the restrictions on the use of futures contracts established in CFTC rules, such as observation of the CFTC's definition of "hedging." In addition, whenever the Funds establish a long futures position, it will set aside cash or cash equivalents equal to the underlying commodity value of the long futures contracts held by the Funds. Although all futures contracts involve leverage by virtue of the margin system applicable to trading on futures exchanges, the Funds will not, on a net basis, have leverage exposure on any long futures contracts that it establishes because of the cash set aside requirement. All futures transactions can produce a gain or a loss when they are closed, regardless of the purpose for which they have been established. Unlike short futures contracts positions established to protect against the risk of a decline in value of existing securities holdings, the long futures positions established by the Funds to protect against reinvestment risk are intended to protect the Funds against the risks of reinvesting portfolio assets that arise during periods when the assets are not fully invested in securities.

The Miller/Howard Infrastructure Fund will not: (a) sell futures contracts, purchase put options, or write call options if, as a result, more than 25% of the Fund's total assets would be hedged with futures and options under normal conditions; (b) purchase futures contracts or write put options if, as a result, the Fund's total obligations upon settlement or exercise of purchased futures contracts and written put options would exceed 25% of its total assets; or (c) purchase call options if, as a result, the current value of option premiums for call options purchased by the Fund would exceed 5% of the Fund's total assets. These limitations do not apply to options attached to or acquired or traded together with their underlying securities, and do not apply to securities that incorporate features similar to options.

The Funds may not purchase or sell financial futures if immediately thereafter the sum of the amount of margin deposits on the Funds’ existing futures positions would exceed 5% of the market value of the Funds’ total assets.

The above limitations on the Funds’ investments in futures contracts, and the Funds’ policies regarding futures contracts discussed elsewhere in this SAI, may be changed as regulatory agencies permit.

Liquidity of Futures Contracts.   There is no assurance a liquid secondary market will exist for any particular futures contract at any particular time. In addition, exchanges may establish daily price fluctuation limits for futures contracts, and may halt trading if a contract's price moves upward or downward more than the limit in a given day. On volatile trading days when the price fluctuation limit is reached or a trading halt is imposed, it may be impossible for the Funds to enter into new positions or close out existing positions. If the secondary market for a contract is not liquid because of price fluctuation limits or otherwise, it could prevent prompt liquidation of unfavorable positions, and potentially could require the Funds to continue to hold a position until delivery or expiration regardless of changes in its value. As a result, the Funds’ access to other assets held to cover its futures positions could also be impaired.

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Master Limited Partnership Interests.   MLPs are limited partnerships or limited liability companies that are taxed as partnerships and whose interests (limited partnership units or limited liability company units) are traded on securities exchanges like shares of common stock. An MLP consists of a general partner and limited partners. The general partner manages the partnership, has an ownership stake in the partnership and is eligible to receive an incentive distribution. The limited partners provide capital to the partnership, have a limited (if any) role in the operation and management of the partnership and receive cash distributions. MLPs, which are required to distribute substantially all of their income to investors in order to not be subject to entity level taxation, often offer a yield advantage over other types of securities. Currently, most MLPs operate in the energy, natural resources or real estate sectors. The Funds may invest up to 25% of its Total Assets in MLPs generally in the energy sector.

Money Market Instruments.   The Muirfield Fund, Spectrum Fund and Total Return Bond Fund may invest up to 100% of their assets in money market instruments, investment grade bonds, and/or underlying ETFs that invest in fixed-income securities as a defensive tactic.  The Balanced Fund may invest up to 70% of its assets in money market instruments, investment grade bonds, and/or underlying ETFs that invest in fixed-income securities as a defensive tactic.  The Aggressive Growth Fund, Dynamic Growth Fund, Quantex Fund, Miller/Howard Infrastructure Fund and Global Opportunities Fund will normally be fully invested, but may invest in money market instruments, investment grade bonds, and/or underlying ETFs that invest in fixed-income securities in order to (a) accommodate cash flow from purchases and sales of their shares and (b) adjust the percentage of their assets invested in each of the underlying ETFs or other securities they own.  The Funds may hold available cash balances in the Meeder Funds Money Market Fund – Institutional Class pending investment if consistent with the Funds’ investment objective or in anticipation of a distribution to investors.  When investing in money market instruments, the Funds will limit purchases, denominated in U.S. dollars, to the following securities.

U.S. Government Securities and Securities of its Agencies and Instrumentalities - obligations issued or guaranteed as to principal or interest by the United States or its agencies (such as the Export Import Bank of the United States, Federal Housing Administration, and Government National Mortgage Association) or its instrumentalities (such as the Federal Home Loan Bank, Federal Intermediate Credit Banks and Federal Land Bank), including Treasury bills, notes and bonds.

Bank Obligations and Instruments Secured Thereby -  obligations (including certificates of deposit, time deposits and bankers' acceptances) of domestic banks, and instruments secured by such obligations and obligations of foreign branches of such banks, if the domestic parent bank is unconditionally liable to make payment on the instrument if the foreign branch fails to make payment for any reason. The Funds may also invest in obligations (including certificates of deposit and bankers' acceptances) of domestic branches of foreign banks, if the domestic branch is subject to the same regulation as United States banks.

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High Quality Commercial Paper - The Funds may invest in commercial paper rated no lower than "A-1" by Standard & Poor's Corporation or "Prime-1" by Moody's Investors Services, Inc., or, if not rated, issued by a company having an outstanding debt issue rated at least A by Standard & Poor's or Moody's.

Private Placement Commercial Paper - private placement commercial paper consists of unregistered securities which are traded in public markets to qualified institutional investors, such as the Funds. The Funds’ risk is that the universe of potential buyers for the securities, should the Funds desire to liquidate a position, is limited to qualified dealers and institutions, and therefore such securities could have the effect of being illiquid.

High Grade Corporate Obligations - obligations rated at least A by Standard & Poor's or Moody's. See rating information below.

Repurchase Agreements - See "Repurchase Agreements" below.

The Adviser and the Subadviser exercise due care in the selection of money market instruments. However, there is a risk that the issuers of the securities may not be able to meet their obligations to pay interest or principal when due. There is also a risk that some of the Funds’ securities might have to be liquidated prior to maturity at a price less than original amortized cost or value, face amount or maturity value to meet larger than expected redemptions. Any of these risks, if encountered, could cause a reduction in net income or in the net asset value of the Funds.

Option Strategy. An option on a security is a contract that gives the holder of the option, in return for a premium, the right to buy from (in the case of a call) or sell to (in the case of a put) the writer of the option the security underlying the option at a specified exercise or “strike” price. The writer of an option on a security has the obligation upon exercise of the option to deliver the underlying security upon payment of the exercise price or to pay the exercise price upon delivery of the underlying security. Certain options, known as American style options may be exercised at any time during the term of the option. Other options, known as European style options, may be exercised only on the expiration date of the option. As the writer of an option, the Funds would effectively add leverage to its portfolio because, in addition to its Managed Assets, the Funds would be subject to investment exposure on the value of the assets underlying the option. However, the Funds do not include the notional amounts of written options for purposes of calculating its limitation on leverage set forth in this prospectus.

If an option written by the Funds expires unexercised, the Funds realize on the expiration date a capital gain equal to the premium received by the Funds at the time the option was written. If an option purchased by the Funds expires unexercised, the Funds realize a capital loss equal to the premium paid. Prior to the earlier of exercise or expiration, an exchange-traded option may be closed out by an offsetting purchase or sale of an option of the same series (type, underlying security, exercise price and expiration). There can be no assurance, however, that a closing purchase or sale transaction can be effected when the Funds. The Funds may sell call or put options it has previously purchased, which could result in a net gain or loss depending on whether the amount realized on the sale is more or less than the premium and other transaction costs paid on the call or put option when purchased. The Funds will realize a capital gain from a closing purchase transaction if the cost of the closing transaction is less than the premium received from writing the option, or, if it is more, the Funds will realize a capital loss. If the premium received from a closing sale transaction is more than the premium paid to purchase the option, the Funds will realize a capital gain or, if it is less, the Funds will realize a capital loss. Net gains from the Funds’ option strategy will be short- term capital gains which, for U.S. federal income tax purposes, will constitute net investment company taxable income.

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Put Options . Put options are contracts that give the holder of the option, in return for a premium, the right to sell to the writer of the option the security underlying the option at a specified exercise price at any time during the term of the option. The Funds intend to engage in an options writing strategy consisting principally of writing put options on securities already held in its portfolio or securities that are candidates for inclusion in its portfolio. This strategy is designed to provide the Funds with the potential to acquire securities that the Investment Adviser is interested in acquiring for the Funds at attractive valuations while earning put premium income as a means to enhance distributions payable to the Funds’ shareholders. Put option strategies may produce a higher return than covered call writing (described below), but may involve a higher degree of risk and potential volatility.

The Funds will write (sell) put options on individual securities only if the put option is covered. A put option written by the Funds on a security is covered if the Funds segregate or earmark assets determined to be liquid by the Adviser (in accordance with procedures established by the Board) equal to the exercise price. Unlike a covered call option (described below), the cover for a put option covered in this manner will not provide the Funds with any appreciation to offset any loss the Funds experience if the put option is exercised. A put option is also covered if the Funds hold a put on the same security as the put written where the exercise price of the put held is (i) equal to or greater than the exercise price of the put written, or (ii) less than the exercise price of the put written, provided the difference is maintained by the Funds in segregated or earmarked assets determined to be liquid by the Adviser as described above. A put option purchased to cover a written put option may not necessarily have the same counterparty or expiration date as the written put option; however, the Funds will only use the purchased put option as cover for the written put option until the expiration date of the purchased put option.

The following is a conceptual example of a put transaction, making the following assumptions: (1) a common stock currently trading at $37.15 per share; (2) a six-month put option written with a strike price of $35.00 ( i.e. , 94.21% of the current market price); and (3) the writer receives $1.10 or 2.96% of the common stock’s value as a premium. This example is not meant to represent the performance of any actual common stock, option contract or the Fund itself and does not reflect any transaction costs of entering into or closing out the option position. Under this scenario, before giving effect to any change in the price of the stock, the put writer receives the premium, representing 2.96% of the common stock’s value, regardless of the stock’s performance over the six-month period until the option expires. If the stock remains unchanged, appreciates in value or declines less than 5.79% in value, the option will expire and there would be a 2.96% return for the six-month period. If the stock were to decline by 5.79% or more, the Funds would lose an amount equal to the amount by which the stock’s price declined minus the premium paid to the Funds. The stock’s price could lose its entire value, in which case the Funds would lose $33.90 ($35.00 minus $1.10).

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Call Options and Covered Call Writing.   The Funds may, to a lesser extent, follow a strategy known as “covered call option writing,” which is a strategy designed to generate current gains from option premiums as a means to enhance distributions payable to the Funds’ shareholders.

Over time, as the Funds write covered call options over more of its portfolio, its ability to benefit from capital appreciation may become more limited, and the Funds will lose money to the extent that it writes covered call options and the securities on which it writes these options appreciate above the exercise price of the option by an amount that exceeds the exercise price of the option. Therefore, over time, the Adviser may choose to decrease its use of the option writing strategy to the extent that it may negatively impact the Funds’ ability to benefit from capital appreciation.

A call option written by the Funds on a security is covered if the Funds own the security underlying the call or has an absolute and immediate right to acquire that security without additional cash consideration (or, if additional cash consideration is required, cash or other assets determined to be liquid by the Adviser (in accordance with procedures established by the Board) in such amount are segregated by the Funds’ custodian or earmarked on the Funds’ books and records) upon conversion or exchange of other securities held by the Funds. A call option is also covered if the Funds hold a call on the same security as the call written where the exercise price of the call held is (i) equal to or less than the exercise price of the call written, or (ii) greater than the exercise price of the call written, provided the difference is maintained by the Funds in segregated or earmarked assets determined to be liquid by the Adviser as described above.

The standard contract size for a single option is 100 shares of the common stock. There are four items needed to identify any option: (1) the underlying security, (2) the expiration month, (3) the strike price and (4) the type (call or put). For example, ten XYZ Co. October 40 call options provide the right to purchase 1,000 shares of XYZ Co. on or before October at $40.00 per share. A call option whose strike price is above the current price of the underlying stock is called “out-of-the-money.” Most of the options that will be sold by the Funds are expected to be out-of-the-money, allowing for potential appreciation in addition to the proceeds from the sale of the option. An option whose strike price is below the current price of the underlying stock is called “in-the-money” and may be sold by the Funds as a defensive measure to protect against a possible decline in the underlying stock.

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The following is a conceptual example of a covered call transaction, making the following assumptions: (1) a common stock currently trading at $37.15 per share; (2) a six-month call option is written with a strike price of $40.00 ( i.e. , 7.7% higher than the current market price); and (3) the writer receives $2.45 (or 6.6%) of the common stock’s value as a premium. This example is not meant to represent the performance of any actual common stock, option contract or the Fund itself and does not reflect any transaction costs of entering into or closing out the option position. Under this scenario, before giving effect to any change in the price of the stock, the covered-call writer receives the premium, representing 6.6% of the common stock’s value, regardless of the stock’s performance over the six-month period until option expiration. If the stock remains unchanged, the option will expire and there would be a 6.6% return for the 6-month period. If the stock were to decline in price by 6.6%, the strategy would “break-even” thus offering no gain or loss. If the stock were to climb to a price of $40.00 or above, the option would be exercised and the stock would return 7.7% coupled with the option premium of 6.6% for a total return of 14.3%. Under this scenario, the investor would not benefit from any appreciation of the stock above $40.00, and thus be limited to a 14.3% total return. The premium from writing the call option serves to offset some of the unrealized loss on the stock in the event that the price of the stock declines, but if the stock were to decline more than 6.6% under this scenario, the investor’s downside protection is eliminated and the stock could eventually become worthless.

For conventional listed call options, the option’s expiration date can be up to nine months from the date the call options are first listed for trading. Longer-term call options can have expiration dates up to three years from the date of listing. It is anticipated that, under certain circumstances when deemed at the Advisor’s discretion to be in the best interest of the Fund, options that are written against Fund stock holdings will be repurchased prior to the option’s expiration date, generating a gain or loss in the options. If the options were not to be repurchased, the option holder would exercise their rights and buy the stock from the Fund at the strike price if the stock traded at a higher price than the strike price. In general, when deemed at the Advisor’s discretion to be in the best interests of the Funds, the Funds may enter into transactions, including closing transactions, that would allow it to continue to hold its common stocks rather than allowing them to be called away by the option holders.

Options on Indices . The Funds may sell call and put options on stock indices or sectors. Because index and sector options both refer to options on baskets of securities and generally have similar characteristics, we refer to these types of options collectively as index options. Options on an index differ from options on individual securities because (i) the exercise of an index option requires cash payments and does not involve the actual purchase or sale of securities, (ii) the holder of an index option has the right to receive cash upon exercise of the option if the level of the index upon which the option is based is greater, in the case of a call, or less, in the case of a put, than the exercise price of the option and (iii) index options reflect price fluctuations in a group of securities or segments of the securities market rather than price fluctuations in a single security.

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As the seller of an index call or put option, the Funds receive cash (the premium) from the purchaser. The purchaser of an index call option has the right to any appreciation in the value of the index over a fixed price (the exercise price) on or before a certain date in the future (the expiration date). The purchaser of an index put option has the right to any depreciation in the value of the index below a fixed price (the exercise price) on or before a certain date in the future (the expiration date). The Funds, in effect, agree to sell the potential appreciation (in the case of a call) or accept the potential depreciation (in the case of a put) in the value of the relevant index in exchange for the premium. If, at or before expiration, the purchaser exercises the call or put option sold by the Funds, the Funds will pay the purchaser the difference between the cash value of the index and the exercise price of the index option. The premium, the exercise price and the market value of the index determine the gain or loss realized by the Funds as the seller of the index call or put option.

The Funds may execute a closing purchase transaction with respect to an index option it has sold and sell another option (with either a different exercise price or expiration date or both). The Funds’ objective in entering into such a closing transaction will be to optimize net index option premiums. The cost of a closing transaction may reduce the net index option premiums realized from the sale of the index option.

The Funds will cover its obligations when it sells index options. An index option is considered covered if the Funds maintain with its custodian or designates on its books and records assets determined to be liquid by the Advisor (in accordance with procedures established by the Board) in an amount equal to the contract value of the applicable basket of securities. The cover for an index option covered in this manner will not provide the Fund with any appreciation to offset any loss the Funds experience if the index option is exercised. An index or sector put option also is covered if the Funds hold a put on the same basket of securities as the put written where the exercise price of the put held is (i) equal to or more than the exercise price of the put written, or (ii) less than the exercise price of the put written, provided the difference is maintained by the Funds in segregated or earmarked assets determined to be liquid by the Advisor as described above. An index or sector call option also is covered if the Funds hold a call on the same basket of securities as the call written where the exercise price of the call held is (i) equal to or less than the exercise price of the call written, or (ii) greater than the exercise price of the call written, provided the difference is maintained by the Funds in segregated or earmarked assets determined to be liquid by the Advisor as described above.

Limitation on Options Writing Strategy . The number of covered call and put options the Funds can write is limited by the Total Assets the Funds hold, and further limited by the fact that all options represent 100 share lots of the underlying common stock. In connection with its option writing strategy, the Funds will not write “naked” or uncovered put and call options, other than those that are covered by the segregation or earmarking of liquid assets or other methods as described above. Furthermore, the Funds’ exchange-listed option transactions will be subject to limitations established by each of the exchanges, boards of trade or other trading facilities on which such options are traded. These limitations govern the maximum number of options in each class that may be written or purchased by a single investor or group of investors acting in concert, regardless of whether the options are written or purchased on the same or different exchanges, boards of trade or other trading facilities or are held or written in one or more accounts or through one or more brokers. Thus, the number of options which the Funds may write or purchase may be affected by options written or purchased by other investment advisory clients of the Adviser. An exchange, board of trade or other trading facility may order the liquidation of positions found to be in excess of these limits, and it may impose certain other sanctions.

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Options and Futures Relating to Foreign Currencies.   Currency futures contracts are similar to forward currency exchange contracts, except that they are traded on exchanges (and have margin requirements) and are standardized as to contract size and delivery date. Most currency futures contracts call for payment or delivery in U.S. dollars. The underlying instrument of a currency option may be a foreign currency, which generally is purchased or delivered in exchange for U.S. dollars, or may be a futures contract. The purchaser of a currency call obtains the right to purchase the underlying currency, and the purchaser of a currency put obtains the right to sell the underlying currency.

The uses and risks of currency options and futures are similar to options and futures relating to securities or indices, as discussed above. The Funds may purchase and sell currency futures and may purchase and write currency options to increase or decrease its exposure to different foreign currencies. The Funds may also purchase and write currency options in conjunction with each other or with currency futures or forward contracts. Currency futures and options values can be expected to correlate with exchange rates, but may not reflect other factors that affect the value of the Funds’ investments. A currency hedge, for example, should protect a yen-denominated security from a decline in the Yen, but will not protect the Funds against a price decline resulting from deterioration in the issuer's creditworthiness. Because the value of the Funds’ foreign-denominated investments changes in response to many factors other than exchange rates, it may not be possible to match the amount of currency options and futures to the value of the Funds’ investments exactly over time.

OTC Options.   Unlike exchange-traded options, which are standardized with respect to the underlying instrument, expiration date, contract size, and strike price, the terms of over-the-counter options (options not traded on exchanges) generally are established through negotiation with the other party to the option contract. While this type of arrangement allows the Funds greater flexibility to tailor an option to its needs, OTC options generally involve greater credit risk than exchange traded options, which are guaranteed by the clearing organization of the exchanges where they are traded.

Preferred Securities.  Preferred securities generally pay fixed or adjustable rate dividends to investors and generally have a “preference” over common stock in the payment of dividends and the liquidation of a company’s assets. This means that a company must pay dividends on preferred stock before paying any dividends on its common stock. In order to be payable, distributions on such preferred securities must be declared by the issuer’s board of directors. Income payments on typical preferred securities currently outstanding are cumulative, causing dividends and distributions to accumulate even if not declared by the board of directors or otherwise made payable. In such a case all accumulated dividends must be paid before any dividend on the common stock can be paid. However, some preferred stocks are non-cumulative, in which case dividends do not accumulate and need not ever be paid. A portion of the portfolio may include investments in non-cumulative preferred securities, whereby the issuer does not have an obligation to make up any arrearages to its shareholders. Should an issuer of a non-cumulative preferred stock held by the Fund determine not to pay dividends on such stock, the amount of dividends the Fund pays may be adversely affected. There is no assurance that dividends or distributions on the preferred securities in which the Funds invest will be declared or otherwise made payable.

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Preferred shareholders usually have no right to vote for corporate directors or on other matters. Shares of preferred stock have a liquidation value that generally equals the original purchase price at the date of issuance. The market value of preferred securities may be affected by favorable and unfavorable changes impacting companies in the utilities and financial services sectors, which are prominent issuers of preferred securities, and by actual and anticipated changes in tax laws, such as changes in corporate income tax rates or the Dividends Received Deduction. Because the claim on an issuer’s earnings represented by preferred securities may become onerous when interest rates fall below the rate payable on such securities, the issuer may redeem the securities. Thus, in declining interest rate environments in particular, the Funds’ holdings, if any, of higher rate-paying fixed rate preferred securities may be reduced and the Funds may be unable to acquire securities of comparable credit quality paying comparable rates with the redemption proceeds.

Real Estate Securities and Related Derivatives.   The Funds may gain exposure to the real estate sector by investing in REITs, real estate-linked derivatives, and common, preferred and convertible securities of issuers in real estate-related industries.

Repurchase Agreements.   In a repurchase agreement, the Funds purchase a security and simultaneously commits to resell that security to the seller at an agreed upon price on an agreed upon date within a number of days from the date of purchase. The resale price reflects the purchase price plus an agreed upon incremental amount which is unrelated to the coupon rate or maturity of the purchased security. A repurchase agreement involves the obligation of the seller to pay the agreed upon price, which obligation is in effect secured by the value (at least equal to the amount of the agreed upon resale price and marked to market daily) of the underlying security. The Funds may engage in repurchase agreements with respect to any security in which it is authorized to invest.

While it does not presently appear possible to eliminate all risks from these transactions (particularly the possibility of a decline in the market value of the underlying securities, as well as delays and costs to the Funds in connection with bankruptcy proceedings), it is the Funds’ current policy to limit repurchase agreement transactions to parties whose creditworthiness has been reviewed and found satisfactory by the Adviser.
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Restricted Securities . Restricted securities   generally can be sold in privately negotiated transactions, pursuant to an exemption from registration under the Securities Act of 1933, or in a registered public offering. Where registration is required, the Funds may be obligated to pay all or part of the registration expense and a considerable period may elapse between the time it decides to seek registration and the time the Funds may be permitted to sell a security under an effective registration statement. If, during such a period, adverse market conditions were to develop, the Funds might obtain a less favorable price than prevailed when it decided to seek registration of the security.

Reverse Repurchase Agreements. In a reverse repurchase agreement, the Funds sell a portfolio instrument to another party, such as a bank or broker-dealer, in return for cash and agrees to repurchase the instrument at a particular price and time. While a reverse repurchase agreement is outstanding, the Funds will maintain appropriate liquid assets in a segregated custodial account to cover its obligation under the agreement. The Funds will enter into reverse repurchase agreements only with parties whose creditworthiness has been found satisfactory by the Adviser or Subadviser. Such transactions may increase fluctuations in the market value of the Funds’ assets and may be viewed as a form of leverage.

Royalty Trusts. The Funds may invest in royalty trusts. Royalty trusts are publicly traded investment vehicles that gather income on royalties and pay out almost all cash flows to shareholders as distributions. Royalty trusts typically have no physical operations and no management or employees. Typically royalty trusts own the rights to royalties on the production and sales of a natural resource, including oil, gas, minerals and timber. As these deplete, production and cash flows steadily decline, which may decrease distribution rates. Royalty trusts are, in some respects, similar to certain MLPs and include risks similar to those MLPs.

Securities Lending.   The Funds may lend securities to parties such as broker-dealers or institutional investors.

During the time portfolio securities are on loan, the borrower will pay the Funds an amount equivalent to any dividend or interest paid on such securities and earn additional income, or the Funds may receive an agreed-upon amount of interest income from the borrower.  In accordance with applicable regulatory requirements, the Funds may lend up to 33-1/3% of the value of its total assets.  The risks in lending portfolio securities, as well as with other extensions of secured credit, consist of possible delay in receiving additional collateral or in recovery of the securities or possible loss of rights in the collateral should the borrower fail financially.

Securities lending allows the Funds to retain ownership of the securities loaned and, at the same time, to earn additional income. Since there may be delays in the recovery of loaned securities, or even a loss of rights in collateral supplied should the borrower fail financially, loans will be made only to parties deemed by the Adviser and Subadviser to be of good standing. Furthermore, they will only be made if, in the Adviser’s and Subadviser's judgment, the consideration to be earned from such loans would justify the risk.

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The Adviser and Subadviser understand that it is the current view of the SEC Staff that the Funds may engage in loan transactions only under the following conditions: (1) the Funds must receive 102% collateral in the form of cash or cash equivalents (e.g., U.S. Treasury bills or notes) from the borrower; (2) the borrower must increase the collateral whenever the market value of the securities loaned (determined on a daily basis) rises above the value of the collateral; (3) after giving notice, the Funds must be able to terminate the loan at any time; (4) the Funds must receive reasonable interest on the loan or a flat fee from the borrower, as well as amounts equivalent to any dividends, interest, or other distributions on the securities loaned and to any increase in market value; (5) the Funds may pay only reasonable custodian fees in connection with the loan; and (6) the Board must be able to vote proxies on the securities loaned, either by terminating the loan or by entering into an alternative arrangement with the borrower.

Cash received through loan transactions may be invested in any security in which the Funds are authorized to invest. Investing this cash subjects that investment, as well as the security loaned, to market forces (i.e., capital appreciation or depreciation).

Short Sales. The Spectrum Fund may enter into short sales with respect to equity securities it holds. For example, if the Adviser anticipates a decline in the price of a stock The Spectrum Fund holds, it may sell the stock “short” If the stock price subsequently declines, the proceeds of the short sale could be expected to offset all or a portion of the stock’s decline. The Spectrum Fund will incur transaction costs, including interest expense and dividends paid on securities held short, in connection with opening, maintaining, and closing short sales.

U.S. Government Securities.   The Funds may invest in U.S. government securities.  These securities may be backed by the credit of the government as a whole or only by the issuing agency.  U.S. Treasury bonds, notes, and bills and some agency securities, such as those issued by the Federal Housing Administration and the Government National Mortgage Association (Ginnie Mae), are backed by the full faith and credit of the U.S. government as to payment of principal and interest and are the highest quality government securities.  Other securities issued by U.S. government agencies or instrumentalities, such as securities issued by the Federal Home Loan Banks and the Federal Home Loan Mortgage Corporation (Freddie Mac), are supported only by the credit of the agency that issued them, and not by the U.S. government.  Securities issued by the Federal Farm Credit System, the Federal Land Banks, and the Federal National Mortgage Association (Fannie Mae) are supported by the agency’s right to borrow money from the U.S. Treasury under certain circumstances, but are not backed by the full faith and credit of the U.S. government.

Warrants.   The Funds may purchase Warrants.  Warrants are instruments issued by corporations enabling the owners to subscribe to and purchase a specified number of shares of the corporation at a specified price during a specified period of time. Warrants normally have a short life span to expiration. The purchase of warrants involves the risk that the Funds could lose the purchase value of a warrant if the right to subscribe to additional shares is not exercised prior to the warrants’ expiration. Also, the purchase of warrants involves the risk that the effective price paid for the warrant added to the subscription price of the related security may exceed the subscribed security’s market price such as when there is no movement in the level of the underlying security.

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When-Issued and Delayed Delivery Securities.   The Funds may purchase or sell securities on a when-issued or delayed delivery basis.  When-issued or delayed delivery transactions arise when securities are purchased or sold by the Funds with payment and delivery taking place as much as a month or more in the future in order to secure what is considered to be an advantageous price and yield to the Funds at the time of entering into the transaction.  The Funds’ Custodian will maintain, in a segregated account of the Funds, cash, U.S. Government securities or other liquid high-grade debt obligations having a value equal to or greater than the Funds’ purchase commitments; the Custodian will likewise segregate securities sold on a delayed delivery basis.  The securities so purchased are subject to market fluctuation and no interest accrues to the purchaser during the period between purchase and settlement.  At the time of delivery of the securities the value may be more or less than the purchase price and an increase in the percentage of the Funds’ assets committed to the purchase of securities on a when-issued or delayed delivery basis may increase the volatility of the Funds’ net asset value.

INVESTMENT POLICIES AND RESTRICTIONS

Diversification .   Each Fund, other than the Money Market Fund, will invest in the securities of any issuer only if, immediately after such investment, at least 75% of the value of the total assets of each Fund will be invested in cash and cash items (including receivables), Government securities, securities of other investment companies, and other securities for the purposes of this calculation limited in respect of any one issuer to an amount (determined immediately after the latest acquisition of securities of the issuer) not greater in value than 5% of the value of the total assets of each Fund and not more than 10% of the outstanding voting securities of such issuer.  The Money Market Fund, in summary, may not invest in the securities of any issuer if, as a result, more than 5% of the Fund's total assets would be invested in that issuer (or, affiliated persons, as defined in the SEC’s Rule 2a-7); provided that, the Money Market Fund may invest up to 25% of its total assets in the securities of a single issuer for up to three business days after acquisition.  Certain securities are not subject to this diversification requirement. These include: a security subject to a guarantee from a non-controlled person of the issuer of the security (as defined in Rule 2a-7); U.S. Government securities; certain repurchase agreements; and shares of certain money market funds. Rule 2a-7 imposes a separate diversification test upon the acquisition of a guarantee or demand feature. (A demand feature, in summary, is a right to sell a security at a price equal to its approximate amortized cost plus accrued interest). This policy may not be changed without the vote of a majority of the outstanding voting securities (as defined in the Investment Company Act of 1940 “1940 Act”) of each Fund.

The following policies and limitations supplement those set forth in the Prospectus. Unless otherwise noted, whenever an investment policy or limitation states a maximum percentage of the Fund's assets that may be invested in any security or other asset, or sets forth a policy regarding quality standards, such standard or percentage limitation will be determined immediately after and as a result of the Fund's acquisition of such security or other asset. Accordingly, any subsequent change in values, net assets, or other circumstances will not be considered when determining whether the investment complies with the Fund's investment policies and limitations.

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The Funds’ fundamental investment limitations cannot be changed without approval by a "majority of the outstanding voting securities" (as defined in the 1940 Act) of the Fund. However, except for the fundamental investment limitations set forth below, the investment policies and limitations described in this SAI are not fundamental and may be changed by the Board without shareholder approval. The following are the Funds’ fundamental investment limitations set forth in their entirety.  The Money Market, Muirfield, Spectrum, Aggressive Growth, Balanced, Total Return Bond, Dynamic Growth, Quantex and Global Opportunities Funds:

(1) May not concentrate investments in a particular industry or group of industries as concentration is defined under the 1940 Act, or the rules or regulations thereunder, as such statute, rules or regulations may be amended from time to time.

(2) May issue senior securities to the extent permitted by the 1940 Act, or the rules or regulations thereunder, as such statute, rules or regulations may be amended from time to time.

(3) May lend or borrow money to the extent permitted by the 1940 Act, or the rules or regulations thereunder, as such statute, rules or regulations may be amended from time to time.

(4) May purchase or sell commodities, commodities contracts, futures contracts, or real estate to the extent permitted by the 1940 Act, or the rules or regulations thereunder, as such statute, rules or regulations may be amended from time to time.

(5) May underwrite securities to the extent permitted by the 1940 Act, or the rules or regulations thereunder, as such statute, rules or regulations may be amended from time to time.

(6) May pledge, mortgage or hypothecate any of its assets to the extent permitted by the 1940 Act, or the rules or regulations thereunder, as such statute, rules or regulations may be amended from time to time.

(7) May purchase securities of any issuer only when consistent with the maintenance of its status as a diversified company under the 1940 Act, or the rules or regulations thereunder, as such statute, rules or regulations may be amended from time to time.

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The fundamental limitations of the Funds have been adopted to avoid wherever possible the necessity of shareholder meetings otherwise required by the 1940 Act. This recognizes the need to react quickly to changes in the law or new investment opportunities in the securities markets and the cost and time involved in obtaining shareholder approvals for diversely held investment companies. However, the Funds also have adopted non-fundamental limitations, set forth elsewhere in this document, which in some instances may be more restrictive than their fundamental limitations. Any changes in a Fund's non-fundamental limitations will be communicated to the Fund's shareholders prior to effectiveness.

MONEY MARKET FUND
 
The Money Market Fund seeks to maintain a constant net asset value of $1.00 per share, although there is no assurance it will be able to do so.  To meet this goal, the Money Market Fund utilizes the amortized cost method of valuing its portfolio securities pursuant to Rule 2a-7 adopted by the SEC under the Investment Company Act of 1940 (“Rule 2a-7”).  The rule also prescribes portfolio quality, maturity, diversification, and liquidity standards.  The Money Market Fund will be managed in accordance with the requirements of this rule.

 The Money Market Fund will limit its purchases to investments in U.S. dollar-denominated money market securities of domestic and foreign issuers defined as Eligible Securities under Rule 2a-7, as follows:

*              U.S. Government Securities.   U.S. Government Securities are securities issued or guaranteed as to principal or interest by the United States, or by a person Controlled or supervised by and acting as an instrumentality of the Government of the United States pursuant to authority granted by the Congress of the United States; or any certificate of deposit for any of the foregoing.

*              Bank Obligations.   Bank obligations include certificates of deposit, commercial paper, unsecured bank promissory notes, bankers’ acceptances, time deposits, and other debt obligations.  The Money Market Fund may invest in obligations issued or backed by U.S. banks.   In addition, the Money Market Fund may invest in U.S. dollar-denominated obligations issued or guaranteed by foreign banks, U.S. branches or subsidiaries of such foreign banks (Yankee obligations), foreign branches of such foreign banks and foreign branches of U.S. banks.  Bank obligations may be general obligations of the parent bank or may be limited to the issuing branch by the terms of the specific obligation or by U.S. government regulation.

The Money Market Fund may be especially affected by favorable and adverse developments in or related to the banking industry.  The activities of U.S. and most foreign banks are subject to comprehensive regulations which, in the case of U.S. regulations, have undergone substantial changes in the past decade.  The enactment of new legislation or regulations, as well as changes in interpretation and enforcement of current laws, may impact the manner of operations and profitability of domestic and foreign banks.  Significant developments in the U.S. banking industry have included increased competition from other types of financial institutions, increased acquisition activity, and geographic expansion.  Banks may be particularly susceptible to certain economic factors, such as interest rate changes and adverse developments in the real estate markets.  Fiscal and monetary policy and general economic cycles can affect the availability and cost of funds, loan demand, and asset quality and thereby impact the earnings and financial conditions of banks.  Obligations of foreign banks, including Yankee obligations, are subject to the same risks that pertain to domestic issuers, notably credit risk and market risk, but are also subject to certain additional risks.  These risks include adverse foreign political and economic developments, the extent and quality of foreign government regulation of the financial markets and institutions, foreign withholding taxes, and other sovereign action such as nationalization or expropriation.

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*              Commercial Paper.   The Money Market Fund may invest in U.S. dollar-denominated commercial paper which is an Eligible Security under Rule 2a-7, consisting of short-term, unsecured promissory notes issued by corporations to finance short-term credit needs. Commercial paper is usually sold on a discount basis and usually has a maturity at the time of issuance not exceeding nine months.

*              Private Placement Commercial Paper.   The Money Market Fund may invest in commercial paper issued in reliance on the “private placement” exemption set forth in Section 4(a)(2) of the Securities Act of 1933 (the “1933 Act”) and which may be sold to other institutional investors pursuant to Rule 144A under the 1933 Act.  Rule 144A allows the Money Market Fund to sell restricted securities to qualified institutional buyers without limitation.  However, investing in Rule 144A securities could have the effect of increasing the level of illiquidity to the extent the Money Market Fund may be unable to find qualified institutional buyers interested in purchasing such securities.  Section 4(a)(2) and Rule 144A securities may involve a higher degree of business and financial risk that can result in substantial losses.  As a result of the absence of a public trading market for these securities, they may be less liquid than publicly traded securities.  While these securities may be resold in private transactions, the prices realized from these sales could be less than those originally paid by the Money Market Fund.  In addition, companies whose securities are not publicly traded may not be subject to the disclosure and other investor protection requirements which might be applicable if their securities were publicly traded.  The illiquidity of the market, as well as the lack of publicly available information regarding these securities, may also adversely affect the ability to arrive at a fair value for certain securities and could make it difficult for the Money Market Fund to sell certain securities.  If such securities are required to be registered under the securities laws of one or more jurisdictions before being sold, the Money Market Fund may be required to bear the expenses of registration.  Pursuant to procedures adopted by the Trustees, the Adviser will make a determination as to the liquidity of each restricted security purchased by the Money Market Fund.  If a restricted security is determined to be liquid, then such security will not be deemed an Illiquid Security under Rule 2a-7.

*              Corporate Obligations.   The Money Market Fund may invest in U.S. dollar-denominated corporate obligations that are Eligible Securities under Rule 2a-7.  Corporate obligations are fixed income securities issued by corporations.  Bondholders, as creditors, have a prior legal claim over stockholders of the issuing corporation as to both income and assets for the principal and interest due to the bondholders.

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*              Repurchase Agreements.   The Money Market Fund may invest in repurchase agreements that are collateralized fully ( i.e. , collateralized by cash or Government Securities).  Repurchase agreements are fixed-income securities in the form of agreements backed by collateral.  These agreements typically involve the acquisition by the Money Market Fund of securities from the selling institution (such as a bank or a broker-dealer), coupled with the agreement that the selling institution will repurchase the underlying securities at a specified price and at a fixed time in the future (or on demand, if applicable).  The Government Securities which serve as collateral are marked-to market daily in order to maintain full collateralization (typically purchase price plus accrued interest).  The use of repurchase agreements involves certain risks.  For example, if the selling institution defaults on its obligation to repurchase the underlying securities at a time when the value of the securities has declined, the Money Market Fund may incur a loss upon disposition of the securities.  In the event of an insolvency or bankruptcy by the selling institution, the Money Market Fund’s right to control the collateral could be affected and result in certain costs and delays.  Additionally, if the proceeds from the liquidation of such collateral after insolvency were less than the repurchase price, the Money Market Fund could suffer a loss.

*              Investment Companies.   The Money Market Fund may invest in securities of other registered investment companies that are Eligible Securities under Rule 2a-7.  The Money Market Fund will indirectly bear its proportionate share of any management fees and other expenses paid by such other investment companies.  Such other investment companies will have investment objectives, policies and restrictions substantially similar to those of the acquiring Money Market Fund and will be subject to substantially the same risks.

 TOTAL RETURN BOND FUND

Guided by the Adviser’s quantitative models, the Fund may invest in investment grade and non-investment grade corporate debt obligations, and mutual funds, exchange traded funds, index-based investments and unit investment trusts that invest in investment grade or non-investment grade corporate debt obligations as well as in common and preferred stocks, Real Estate Investment Trusts (“REITs”), or Master Limited Partnerships (“MLPs”). The Fund may invest in securities of any credit rating.

The Fund may hold available cash balances in the Meeder Funds Money Market Fund – Institutional Class pending investment consistent with the Fund's investment objective or in anticipation of distribution to investors.

The Adviser exercises due care in the selection of money market instruments and fixed income securities. However, there is a risk that the issuers of the securities may not be able to meet their obligations to pay interest or principal when due. There is also a risk that some of the Fund's securities might have to be liquidated prior to maturity at a price less than original amortized cost or value, face amount or maturity value to meet larger than expected redemptions. Any of these risks, if they transpire, could cause a reduction in net income or in the net asset value of a particular Fund.

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MUIRFIELD FUND

Guided by the Adviser’s quantitative models, the Adviser invests primarily in common and preferred stocks.  In addition, the Adviser may select mutual funds for inclusion in the Muirfield Fund on the basis of the industry classifications represented in their portfolios, their specific portfolio holdings, their performance records, their expense ratios, and the compatibility of their investment policies and objectives with those of the Muirfield Fund.  The Fund may also pursue its objective by investing in ETFs, closed-end funds and unit investment trusts.

The Fund may hold available cash balances in the Meeder Funds Money Market Fund – Institutional Class pending investment consistent with the Fund's investment objective or in anticipation of distribution to investors.

The Adviser utilizes quantitative models and an asset allocation system for deciding when to invest in stocks and mutual funds or alternatively in temporary and more conservative investments such as are described below. The use of this system encompasses varying levels of investment in the stock market.

The Fund may at times desire to gain exposure to the stock market through the purchase of "Index" funds (funds which purchase stocks represented in popular stock market averages) with a portion of its assets. "Index" funds may be purchased with a portion of the Fund's assets at times when the Adviser's models and selection process identify the characteristics of a particular index to be more favorable than those of other securities available for purchase.  If, in the Adviser's opinion, the Fund should have exposure to certain stock indices and the Fund can efficiently and effectively implement such a strategy by directly purchasing the common stocks of a desired index for the Fund itself, it may invest up to 100% of its assets to do so.

SPECTRUM FUND

Guided by the Adviser’s quantitative models, the Adviser invests primarily in common and preferred stocks.  In addition, the Adviser may select mutual funds for inclusion in the Spectrum Fund on the basis of the industry classifications represented in their portfolios, their specific portfolio holdings, their performance records, their expense ratios, and the compatibility of their investment policies and objectives with those of the Spectrum Fund.  The Fund may also pursue its objective by investing in ETFs, closed-end funds and unit investment trusts.  Further, the Adviser may invest the Fund’s portfolio with a concentration in a particular industry or sector.

The Fund may hold available cash balances in the Meeder Funds Money Market Fund – Institutional Class pending investment consistent with the Fund's investment objective or in anticipation of distribution to investors.
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The Adviser utilizes quantitative models and an asset allocation system for deciding when to invest in stocks and mutual funds or alternatively in temporary and more conservative investments such as are described below. The use of this system encompasses varying levels of investment in the stock market.

The Fund may at times desire to gain exposure to the stock market through the purchase of "Index" funds (funds which purchase stocks represented in popular stock market averages) with a portion of its assets. "Index" funds may be purchased with a portion of the Fund's assets at times when the Adviser's selection process identifies the characteristics of a particular index to be more favorable than those of other securities available for purchase. If, in the Adviser's opinion, the Fund should have exposure to certain stock indices and the Fund can efficiently and effectively implement such a strategy by directly purchasing the common stocks of a desired index for the Fund itself, it may invest up to 100% of its assets to do so.

MILLER/HOWARD INFRASTRUCTURE FUND (formerly the Utilities and Infrastructure Fund)

Social Investment Policy.   The Fund offers investors the opportunity for appreciation of income and current income by investing in environmentally and socially responsible domestic and foreign equity securities of public utility companies and their suppliers.  The Fund provides a unique opportunity to be involved in the equity market without being involved in many areas of the economy that may be objectionable to an investor.  The Fund combines carefully selected and screened portfolios with positive social action on policy issues through proxy voting and shareholder advocacy.

Stock Selection Process.   Environmental, social and corporate governance (ESG) screening is based on a multi-faceted approach.  The main factors considered are a company’s governance and ethics; environmental record; workplace policies; human rights record, especially regarding international operations; and the nature of their products and services.  The Subadviser of the Fund makes use of third party research from sources, including MSCI/Global Socrates, various social indices, ICCR, Investor Responsibility Resource Center, and the internet to develop an overall social profile and screen companies that meet its financial criteria, paying particular attention to the following:

Exclusionary Screens

Tobacco/Alcohol/Gambling/Firearms.   The Fund is free from companies whose primary business is the production of alcohol, tobacco, gambling equipment, or firearms.

Nuclear Power.   The Fund will not invest in any company involved in nuclear power production.  However, there may be circumstances when the Fund will hold a company involved in nuclear power on a transitional basis (perhaps due to a merger), until the right moment arises for divestment.  On occasion, we may allow inclusion of companies that hold a non-operator minority interest in a nuclear generating plant or plants.
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Equal Employment Opportunity/Labor Issues.   The Fund favors companies that maintain a responsible corporate record internationally and domestically by upholding human rights standards.  The Fund avoids investing in companies that have serious and persistent human rights problems.

The Environment.   Excluding companies involved in nuclear power generation is not the only positive environmental feature of the Fund.

The investment portfolio typically invests across all the essential service areas: telephone, electric, water, and natural gas.  Consideration is given to natural gas not only because it’s an environmentally preferable alternative fuel, but because the industry shows tremendous potential as an area of growth.  In addition, the Fund seeks to invest in companies involved in energy production from renewable and alternative resources, whenever such investments are in keeping with the financial objectives and liquidity concerns of the strategy.

The Fund seeks to exclude companies that have a history of environmental negligence or a pattern of violation of environmental regulations.  If a company has unremediated or egregious problems in the area of environmental performance, the Subadviser will either divest or participate in shareholder action in an attempt to work with the company to address the issues.

International Labor Issues. Sweatshop operations and slave labor are other potential areas of concern.  If these issues exist at companies the Fund invests in, the Subadviser will work to open dialogue in an attempt to encourage the company to adopt comprehensive supplier standards.

Shareholder Advocacy/Proxy Voting Guidelines.   Socially responsible investing is a complex process involving education and choice.  All companies have the potential to improve their performance in a number of areas that affect the environment and quality of life.  Investors have an opportunity to engage corporate management in dialogue about issues that are of concern to them.

Proxy voting is one of the best ways for an investor to communicate support or disagreement with management policy.  The Subadviser votes proxies on a case by case basis, but will generally vote with management on most standard business issues such as the appointment of independent auditors and the election of board directors.  In cases where a company’s board lacks representation of women and minorities, the Subadviser will vote against the board and send a letter to management explaining their position and encourage diversity on the board.

In addition to the “standard” issues placed on the ballot by management, there may be a number of other important issues put forward by shareholders for inclusion on the ballot in the form of shareholder resolutions.  Shareholder resolutions can cover a wide range of issues, such as workplace diversity, militarism, labor relations, and the environment.  The primary goal of the resolution process is not a vote, but to engage the company in a dialogue on any issues.  These resolutions are filed well in advance of the annual meeting, and if dialogue with the company is fruitful, the filers may withdraw the resolution before it even comes to a vote.
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The Subadviser is a member of the Interfaith Center on Corporate Responsibility (ICCR), Ceres, and the Investor Environmental Health Network (IEHN) and works closely with these organizations on its shareholder advocacy and tracks shareholder resolutions. In addition, we are signatories to the UN Principles for Responsible Investing.

When a resolution is filed on an issue of concern for the Fund, a letter is sent to the company echoing the concern of the filers and encouraging the company to enter a dialogue on the subject.  If the company does not respond favorably, the resolution will stay on the company’s proxy and go to a vote at the company’s annual general meeting.

The Subadviser will likely support and vote for resolutions such as those requesting reports on workplace diversity, governance and environmental issues.  When a vote on such a resolution is made, a position letter is sent to management, in an effort to re-enforce the importance of the issues, and to urge a greater level of management awareness.

The following policies and limitations supplement those set forth in the Prospectus. Unless otherwise noted, whenever an investment policy or limitation states a maximum percentage of the Fund's assets that may be invested in any security or other asset, or sets forth a policy regarding quality standards, such standard or percentage limitation will be determined immediately after and as a result of the Fund's acquisition of such security or other asset. Accordingly, any subsequent change in values, net assets, or other circumstances will not be considered when determining whether the investment complies with the Fund's investment policies and limitations.

The Fund has a non-fundamental concentration policy that it will generally invest at least 80% of the value of its net assets in equity securities of domestic or foreign infrastructure companies, their suppliers and subcontractors, including water, gas, electric utilities, waste, communication and telecom, internet, energy midstream, roads and bridges, healthcare and technology facilities, transportation and logistics and renewable energy. The Fund’s concentration policy is not a fundamental policy; however, it will not be changed without providing shareholders at least 60 days prior notice of a change in the non-fundamental concentration policy.

The Fund may hold available cash balances in the Meeder Funds Money Market Fund – Institutional Class pending investment consistent with the Fund's investment objective or in anticipation of distribution to investors.

The Fund's fundamental investment limitations cannot be changed without approval by a "majority of the outstanding voting securities" (as defined in the Investment Company Act of 1940) of the Fund. However, except for the fundamental investment limitations set forth below, the investment policies and limitations described in this SAI are not fundamental and may be changed by the Trustees without shareholder approval. The Fund may not:
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(1)              with respect to 75% of the Fund's total assets, purchase the securities of any issuer (other than obligations issued or guaranteed by the government of the United States, or any of its agencies or instrumentalities) if, as a result thereof, (a) more than 5% of the Fund's total assets would be invested in the securities of such issuer, or (b) the Fund would hold more than 10% of the voting securities of such issuer;

(2)              issue senior securities, except as permitted under the Investment Company Act of 1940;
 
(3)              borrow money, except that the Fund may borrow money for temporary or emergency purposes (not for leveraging or investment) in an amount not exceeding 33-1/3% of its total assets (including the amount borrowed) less liabilities (other than borrowings). Any borrowings that come to exceed this amount will be reduced within three days (not including Sundays and holidays) to the extent necessary to comply with the 33-1/3% limitation;

(4)              underwrite securities issued by others (except to the extent that the Fund may be deemed to be an underwriter within the meaning of the Securities Act of 1933 in the disposition of restricted securities);

(5)              purchase or sell real estate unless acquired as a result of ownership of securities or other instruments (but this shall not prevent the Fund from investing in securities or other instruments backed by real estate or securities of companies engaged in the real estate business);

(6)              purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments (but this shall not prevent the Fund from purchasing or selling options and futures contracts or from investing in securities or other instruments backed by physical commodities); or

(7)              lend any security or make any other loan if, as a result, more than 33-1/3% of its total assets would be lent to other parties, but this limitation does not apply to purchases of debt securities or to repurchase agreements.

 QUANTEX FUND

The following investment limitations are not fundamental, and all may be changed without shareholder approval.

(1)              The Fund does not currently intend to engage in short sales, but may engage in short sales "against the box" to the extent that the Fund contemporaneously owns or has the right to obtain at no added cost securities identical to those sold short, and provided that transactions in futures contracts and options are not deemed to constitute selling securities short.

(2)              The Fund does not currently intend to purchase securities on margin, except that the Fund may obtain such short-term credits as are necessary for the clearance of transactions, and provided that margin payments in connection with futures contracts and options on futures contracts shall not constitute purchasing securities on margin.

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(3)              The Fund may borrow money only from a bank. The Fund will not purchase any security while borrowings representing more than 5% of its total assets are outstanding.

(4)              The Fund does not currently intend to purchase any security if, as a result, more than 10% of its net assets would be invested in securities that are deemed to be illiquid because they are subject to legal or contractual restrictions on resale or because they cannot be sold or disposed of in the ordinary course of business at approximately the prices at which they are valued, including repurchase agreements with remaining maturities in excess of seven days or securities without readily available market quotes.

(5)              The Fund does not currently intend to invest in securities of real estate investment trusts that are not readily marketable, or to invest in securities of real estate limited partnerships that are not listed on the New York Stock Exchange or the American Stock Exchange or traded on the NASDAQ Stock Market.

(6)              The Fund does not currently intend to purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or political subdivisions thereof) if, as a result, more than 5% of its total assets would be invested in the securities of business enterprises that, including predecessors, have a record of less than three years of continuous operation.

(7)              The Fund does not currently intend to purchase warrants, valued at the lower of cost or market, in excess of 5% of the Fund's net assets. Included in that amount, but not to exceed 2% of the Fund's net assets, may be warrants that are not listed on the New York Stock Exchange or the American Stock Exchange. Warrants acquired by the Fund in units or attached to securities are not subject to these restrictions.

(8)              With the exception of equity securities, the Fund does not currently intend to invest in oil, gas, or other mineral exploration or development programs or leases.

(9)              The Fund does not currently intend to purchase the securities of any issuer if those officers and Trustees of the Trust and those officers and directors of the Adviser or the Subadviser who individually own more than 1/2 of 1% of the securities of such issuer, together own more than 5% of such issuer's securities.

For the Fund’s limitations on futures and options transactions, see the section entitled "Limitations on Futures and Options Transactions".

The Fund may hold available cash balances in the Meeder Funds Money Market Fund – Institutional Class pending investment consistent with the Fund's investment objective or in anticipation of distribution to investors.
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DYNAMIC GROWTH FUND, AGGRESSIVE GROWTH FUND
AND GLOBAL OPPORTUNITIES FUND (formerly the Strategic Growth Fund)

Guided by the Adviser’s quantitative models, the Adviser invests primarily in common and preferred stocks.  In addition, the Adviser may select underlying funds in which to invest based, in part, on the industry classifications represented in their portfolios, their investment objectives and policies, their investment adviser and portfolio manager, and on analysis of their past performance (absolute, relative and risk-adjusted).  The Adviser also considers other factors in the selection of underlying funds, including, but not limited to, fund size, liquidity, expense ratio, general composition of its investment portfolio, and current and expected portfolio holdings.  Each Fund may also pursue its objective by investing in ETFs, closed-end funds and unit investment trusts.

Further, the Adviser may invest the Fund’s portfolio in small, medium, and large capitalization companies with strong growth potential across a wide range of sectors. Although a Fund may have exposure to a large number of sectors, the Fund’s portfolio may include a concentration in a particular industry sector.

The Fund may hold available cash balances in the Meeder Funds Money Market Fund – Institutional Class pending investment consistent with the Fund's investment objective or in anticipation of distribution to investors.

Each Fund may invest its assets in underlying funds from different mutual fund families, managed by different investment advisers, and utilizing a variety of different investment objectives and styles. Although each Fund may invest in shares of the same underlying fund, the percentage of each Fund's assets so invested may vary, and the Adviser will determine that such investments are consistent with the investment objectives and policies of the Fund.  The underlying funds in which the Fund invests may, but need not, have the same investment policies as the Fund.

Each Fund may at times desire to gain exposure to the stock market through the purchase of "Index" funds (funds which purchase stocks represented in popular stock market averages) with a portion of its assets. "Index" funds may be purchased with a portion of each Fund's assets at times when the Adviser's selection process identifies the characteristics of a particular index to be more favorable than those of other mutual funds available for purchase. If, in the Adviser's opinion, each Fund should have exposure to certain stock indices and the Fund can efficiently and effectively implement such a strategy by directly purchasing the common stocks of a desired index for the Fund itself, it may invest up to 100% of its assets to do so.  Each Fund may also invest up to 100% of its assets directly in, or in underlying funds investing in, future contracts and options on futures contracts.  Each Fund may also invest up to 20% of its assets in money market securities, money market funds and investment grade bonds as a defensive tactic.

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DIVIDEND OPPORTUNITIES FUND (formerly Strategic Growth Fund)

The Fund's fundamental investment limitations cannot be changed without approval by a "majority of the outstanding voting securities" (as defined in the Investment Company Act of 1940 (the “Act”)) of the Fund. However, except for the fundamental investment limitations set forth below, the investment policies and limitations described in this Statement of Additional Information and in the Fund’s prospectus are not fundamental and may be changed by the Board without shareholder approval. The Fund may not:

(1)              Concentrate investments in a particular industry or group of industries as concentration is defined under the Act, or the rules or regulations thereunder, as such statute, rules or regulations may be amended from time to time.

(2)              with respect to 75% of the Fund's total assets, purchase the securities of any issuer (other than obligations issued or guaranteed by the government of the United States, or any of its agencies or instrumentalities) if, as a result thereof, (a) more than 5% of the Fund's total assets would be invested in the securities of such issuer, or (b) the Fund would hold more than 10% of the voting securities of such issuer;

(3)              issue senior securities, except as permitted under the Act;

(4)              underwrite securities issued by others (except to the extent that the Fund may be deemed to be an underwriter within the meaning of the Securities Act of 1933 in the disposition of restricted securities);

(5               purchase or sell real estate unless acquired as a result of ownership of securities or other instruments (but this shall not prevent the Fund from investing in securities or other instruments backed by real estate or securities of companies engaged in the real estate business);

(6)              purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments (but this shall not prevent the Fund from purchasing or selling options and futures contracts or from investing in securities or other instruments backed by physical commodities); or

(7)              lend any security or make any other loan if, as a result, more than 33-1/3% of its total assets would be lent to other parties, but this limitation does not apply to purchases of debt securities or to repurchase agreements.

BALANCED FUND

The Fund may hold available cash balances in the Meeder Funds Money Market Fund – Institutional Class pending investment if consistent with the Fund's investment objective or in anticipation of a distribution to investors.

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When investing in money market instruments, the Fund will limit its purchases, denominated in U.S. dollars, to securities which are issued, or guaranteed as to payment of principal and interest, by the U.S. Government or any of its agencies or instrumentalities such as Ginnie Mae, Sallie Mae, Fannie Mae and Freddie Mac, and repurchase agreements relating thereto or repurchase agreements collateralized by commercial paper rated no lower than “A-1” by Standard & Poor’s Corporation or “Prime-1” by Moody’s Investors Services, Inc.

The Fund may invest in investment grade and non-investment grade corporate debt obligations, and mutual funds, exchange traded funds, index-based investments and unit investment trusts that invest in investment grade or non-investment grade corporate debt obligations rated B or higher by Moody’s or Standard & Poor’s, or if unrated determined by the Adviser to be of comparable quality.  The Fund may invest in securities of any credit rating.

The Adviser exercises due care in the selection of money market instruments and bonds. However, there is a risk that the issuers of the securities may not be able to meet their obligations to pay interest or principal when due. There is also a risk that some of a Fund's securities might have to be liquidated prior to maturity at a price less than the original amortized cost or value, face amount or maturity value to meet larger than expected redemptions. Any of these risks, if they transpire, could cause a reduction in net income or in the net asset value of a particular Fund.

In addition to common and preferred stocks, the Adviser may select mutual funds for inclusion in the Balanced Fund on the basis of the industry classifications represented in their portfolios, their specific portfolio holdings, their performance records, their expense ratios, and the compatibility of their investment policies and objectives with those of the Fund. The Fund may also pursue its objective by investing in ETFs, closed-end funds and unit investment trusts.

Underlying funds may include funds which concentrate investments in a particular industry sector, or which leverage their investments.

The Adviser utilizes an asset allocation system for deciding when to invest in stocks and  mutual funds or alternatively in temporary and more conservative investments such as are described below. The use of this system encompasses levels of investment in the stock market.

The Fund may at times desire to gain exposure to the stock market through the purchase of "Index" funds (funds which purchase stocks represented in popular stock market averages) with a portion of its assets. "Index" funds may be purchased with a portion of the Fund's assets at times when the Adviser's selection process identifies the characteristics of a particular index to be more favorable than those of other securities available for purchase.  If, in the Adviser's opinion, the Fund should have exposure to certain stock indices and the Fund can efficiently and effectively implement such a strategy by directly purchasing the common stocks of a desired index for the Fund itself, it may invest up to 70% of its assets to do so.

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BOND RATINGS

Many bonds and other debt obligations are assigned credit ratings by ratings agencies such as Moody’s Investors Service (“Moody’s”), Standard & Poor’s Corporation (“S&P”) or Fitch Investors Service (“Fitch”).  The ratings of Moody’s, S&P and Fitch represent their current opinions as to the creditworthiness of the issuers of the debt obligations rated by the ratings agencies. In determining credit ratings, ratings agencies typically evaluate each issuer’s capacity and willingness to meet its financial commitments as they come due, and may assess terms, such as collateral security and subordination, which could affect payment in the event of the issuer’s default.

While credit ratings may be helpful in evaluating the safety of principal and interest payments under debt obligations, credit ratings do not reflect the risk of market value fluctuations due to changes in interest rates, general economic activity, or other factors.  Accordingly, even the highest rated debt obligation may experience wide price movements.  Credit rating agencies may also fail to change credit ratings in a timely fashion to reflect events occurring subsequent to the initial ratings.  Credit ratings are general and are not absolute standards of quality. Debt obligations with the same maturity, coupon, and rating may assume different valuations, while debt obligations of the same maturity and coupon with different ratings may have similar values.

Each ratings agency uses its own rating classification system to indicate the credit rating assigned to a particular debt obligation.  In general, ratings agencies classify debt obligations into two categories for purposes of the ratings process:  long term and short term.  In the United States, the ratings agencies typically deem short term debt obligations to include commercial paper and other obligations with an original maturity of no more than 365 days.  The following is a brief description of the applicable ratings symbols and their meanings for each of Moody’s, S&P, and Fitch.

Ratings for Long Term Debt Obligations

Rating
Description
AAA (S&P and Fitch) Aaa (Moody’s)
Debt obligations judged to be of the highest quality, with minimal credit risk. The issuer is determined to have an extremely strong capacity to pay principal and interest on the obligation.
AA (S&P and Fitch) Aa (Moody’s)
Debt obligations judged to be of high quality, with very low credit risk. The issuer is determined to have a very strong capacity to pay principal and interest on the obligation.
A (S&P, Fitch, and Moody’s)
Debt obligations judged to be of upper-medium grade quality, with low credit risk. The issuer is determined to have a strong capacity to pay principal and interest on the obligation.
BBB (S&P and Fitch) Baa (Moody’s)
 
Debt obligations judged to be of medium grade quality, with moderate credit risk and certain speculative characteristics.  Adverse economic conditions may weaken the ability of the issuer to pay principal and interest on the obligation. This is the last of the ratings categories commonly referred to as “investment grade.”
BB (S&P and Fitch) Ba (Moody’s)
 
Debt obligations judged to have speculative elements and are subject to substantial credit risk. The issuer may face major ongoing uncertainties, and adverse economic conditions may weaken the ability of the issuer to pay principal and interest on the obligation. This is the first of the ratings categories commonly referred to as “below investment grade,” “noninvestment grade” or “speculative grade.”
B (S&P, Fitch, and Moody’s)
Debt obligations judged to be speculative and subject to high credit risk. Although the issuer currently has the capacity to make principal and interest payments on the obligation, adverse economic conditions will likely impair the ability of the issuer to meet those financial commitments.
CCC (S&P and Fitch) Caa (Moody’s)
Debt obligations judged to be of poor standing and subject to very high credit risk. Such obligations are currently vulnerable to nonpayment by the issuer, particularly in the event of adverse economic conditions or changing circumstances.
CC (S&P and Fitch) Ca (Moody’s)
Debt obligations judged to be highly speculative. These obligations are likely in, or very near, default, with some prospect of recovery of principal and interest.
C (S&P, Fitch, and Moody’s)
Debt obligations that are currently highly vulnerable to nonpayment, debt obligations that permit payment arrearages, or debt obligations of an issuer that is the subject of a bankruptcy petition or similar action but has not yet experienced a payment default. These obligations have little prospect for recovery of principal and interest.
D (S&P, Fitch, and Moody’s)
Debt obligations that are currently in payment default.
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Moody’s may include the numerical modifiers “1”, “2” or “3” to any debt obligation rated Aa through Caa to indicate the relative standing of that obligation within its principal rating category. Similarly, S&P and Fitch may include a “+” or “-” to any debt obligation rated AA through CCC to indicate the relative standing of that obligation within its principal rating category.  These ratings are sometimes presented in parentheses preceded with “Con.” (Moody’s) or “p” (S&P and Fitch), indicating that the obligations are rated conditionally/provisionally. Bonds for which the security depends upon the completion of some act or the fulfillment of some condition may be rated in this fashion.  The parenthetical rating denotes the probable credit status upon completion of construction or elimination of the basis of the condition.

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Ratings for Short Term Debt Obligations

Rating
Description
A-1 (S&P) F1 (Fitch) P-1 (Moody’s)
Issuer has a superior ability to repay its short term debt obligations. S&P and Fitch may also designate this type of obligation with a “+” to indicate that the issuer’s capacity to repay the obligation is extremely strong.
A-2 (S&P) F2 (Fitch) P-2 (Moody’s)
Issuer has a strong ability to repay its short term debt obligations, though repayment of these obligations is somewhat more susceptible to adverse economic conditions than obligations in the higher rated category.
A-3 (S&P) F3 (Fitch) P-3 (Moody’s)
Issuer has an acceptable ability to repay its short term debt obligations. Adverse economic conditions are more likely to weaken the ability of the issuer to meet its financial commitments on these types of obligations.
NP (Moody’s)
To the extent a short term debt obligation does not fall into one of the three previous categories, Moody’s identifies that obligation as NP or Not Prime.
B (S&P and Fitch)
The short term debt obligation is judged to have significant speculative characteristics.  Although the issuer currently has the capacity to meet financial commitments on these obligations, the issuer faces ongoing uncertainties which could affect the issuer’s ability to meet those commitments. S&P may further delineate this ratings category into “B-1,” “B-2” or “B-3 to indicate the relative standing of an obligation within the category.
C (S&P and Fitch)
The short term debt obligation is currently vulnerable to nonpayment, and the issuer is dependent on favorable economic conditions to continue to meet its commitments on the obligation.
D (S&P and Fitch)
The short term debt obligation is in payment default.

DISCLOSURE OF PORTFOLIO HOLDINGS

The Funds’ complete portfolio holdings as of the end of the calendar quarter ordinarily are posted on www.meederfunds.com by the fifth day after the end of such quarter, or the first business day thereafter.    This posted information generally remains accessible at least until the Funds file their Form N-CSR or N-Q with the SEC for the period that includes the date as of which the www.meederfunds.com information is current (expected to be not more than three months).  The Money Market Fund publishes or will publish on its website the following:

·
A schedule of its portfolio holdings (and certain related information as required by Rule 2a-7, including the Fund’s weighted average maturity and weighted average life) as of the last business day of each month, no later than five business days after the end of the prior month.  This information will be available on the Fund’s website for at least six months.
49

·
The Fund files more detailed monthly portfolio holdings information with the SEC on Form N-MFP (current as of the last business day of the previous month or any subsequent calendar day of the month) no later than five business days after the end of each month.  The Fund’s website will contain a link to an SEC website where the Fund’s most recent 12 months of publicly available information may be obtained.

·
A graph or other depiction showing the Fund’s daily and weekly liquid assets and daily inflows and outflows as of each business day for the preceding six months, as of the end of the preceding business day.

·
A graph or other depiction showing the Fund’s current market-based NAV per share (rounded to the fourth decimal place), as of each business day for the preceding six months, as of the end of the preceding business day.

·
In the event that the Fund files information regarding certain material events with the SEC on Form N-CR, the Fund will disclose on its website certain information that the Fund is required to report on Form N-CR.  Such material events include the provision of any financial support by an affiliated person of the Fund, a decline in weekly liquid assets below 10% of the Fund’s total assets, or the imposition or termination of a liquidity fee or redemption gate.  This information will appear on the Fund’s website no later than the same business day on which the Fund files Form N-CR with the SEC and will be available on the Fund’s website for at least one year.

The Funds do not disseminate nonpublic information about portfolio holdings except as provided below.

The Funds allow disclosure of nonpublic portfolio holdings information to affiliates of the Adviser, the Funds’ Adviser, only for the purposes of providing services to the Funds.

The Funds permit nonpublic portfolio holdings information to be shared with pricing services, custodians, independent auditors, brokers in portfolio transactions for the Funds, any securities lending agents and other service providers to the Funds who require access to this information to fulfill their duties to the Funds, subject to the requirements described below.  This information may also be disclosed to certain mutual fund analysts and rating and tracking agencies, such as Morningstar and Lipper, or other entities that have a legitimate business purpose in receiving the information sooner than 10 days after month-end or on a more frequent basis, as applicable, subject to the requirements described below. No compensation or other consideration is received by the Funds, their Adviser, or any other party in connection with any such arrangements to share portfolio holdings information.
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Prior to any disclosure of the Funds’ nonpublic portfolio holdings information to the foregoing types of entities or persons, the Trust’s Chief Compliance Officer must make a good faith determination in light of the facts then known that the Funds have a legitimate business purpose for providing the information, that the disclosure is in the best interest of the Funds, and that the recipient assents or otherwise has a duty to keep the information confidential and agrees not to disclose, trade or make any investment recommendation based on the information received.  Reports regarding arrangements to disclose the Funds’ nonpublic portfolio holdings information will be provided to the Board.

PORTFOLIO TURNOVER

The portfolio turnover rates for the Funds may vary greatly from year to year as well as within a year and may be affected by sales of investments necessary to meet cash requirements for redemptions of shares.  High portfolio turnover may involve correspondingly greater brokerage commissions and other transaction costs, which will be borne directly by the Fund.  In addition, high portfolio turnover may result in increased short-term capital gains, which, when distributed to shareholders, are treated as ordinary income.  The portfolio turnover rate is calculated by dividing the lesser of sales or purchases of portfolio securities by the average monthly value of the Fund's securities, excluding securities having a maturity at the date of purchase of one year or less.

The portfolio turnover rates for the period ended December 31, 2015 for the Funds were as follows:

Fund
2015
2014
2013
2012
2011
Total Return Bond Fund
295%
82%
79%
157%
125%
Balanced Fund
246%
180%
217%
168%
164%
Muirfield Fund
277%
238%
260%
154%
189%
Miller/Howard Infrastructure Fund - Retail
54%
34%
19%
29%
43%
Dynamic Growth Fund
245%
230%
276%
154%
176%
Global Opportunities Fund
170%
143%
231%
86%
166%
Aggressive Growth Fund
283%
239%
272%
167%
224%
Spectrum Fund
161%
NA
NA
NA
NA
Dividend Opportunities Fund
70%*
NA
NA
NA
NA
Quantex Fund
87%
29%
25%
31%
57%

*
Not annualized

PURCHASE AND SALE OF PORTFOLIO SECURITIES

All orders for the purchase or sale of portfolio securities are placed on behalf of each Fund by the Adviser pursuant to authority contained in the investment advisory agreement. The Adviser is also responsible for the placement of transaction orders for accounts for which it or its affiliates act as investment adviser. In selecting broker-dealers, subject to applicable limitations of the federal securities laws, the Adviser considers various relevant factors, including, but not limited to, the size and type of the transaction; the nature and character of the markets for the security to be purchased or sold; the execution efficiency, settlement capability, and financial condition of the broker-dealer firm; the broker-dealer's execution services rendered on a continuing basis; the reasonableness of any commissions, and arrangements for payment of Fund expenses.
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Each Fund may execute portfolio transactions with broker-dealers that provide research and execution services to the Fund or other accounts over which the Adviser or its affiliates exercise investment discretion. Such services may include advice concerning the value of securities; the advisability of investing in, purchasing or selling securities; the availability of securities or the purchasers or sellers of securities; furnishing analyses and reports concerning issuers industries, securities, economic factors and trends, portfolio strategy, and performance of accounts; and effecting securities transactions and performing functions incidental thereto (such as clearance and settlement). The selection of such broker-dealers generally is made by the Adviser (to the extent possible consistent with execution considerations) in accordance with a ranking of broker-dealers determined periodically by the Adviser's investment staff based upon the quality of research and execution services provided.

The receipt of research from broker-dealers that execute transactions on behalf of a Fund may be useful to the Adviser in rendering investment management services to the Fund or its other clients, and conversely, such research provided by broker-dealers that have executed transaction orders on behalf of the Adviser's other clients may be useful to the Adviser in carrying out its obligations to the Fund. The receipt of such research is not expected to reduce the Adviser's normal independent research activities; however, it enables the Adviser to avoid the additional expenses that could be incurred if the Adviser tried to develop comparable information through its own efforts.

Subject to applicable limitations of the federal securities laws, broker-dealers may receive commissions for agency transactions that are in excess of the amount of commissions charged by other broker-dealers in recognition of their research and execution services. In order to cause a Fund to pay such higher commissions, the Adviser must determine in good faith that such commissions are reasonable in relation to the value of the brokerage and research services provided by such executing broker-dealers viewed in terms of a particular transaction or the Adviser's overall responsibilities to the Fund and its other clients.  In reaching this determination, the Adviser will not attempt to place a specific dollar value on the brokerage and research services provided or to determine what portion of the compensation should be related to those services.

The Adviser may allocate brokerage transactions to broker-dealers who have entered into arrangements with the Adviser under which the broker-dealer allocates a portion of the commissions paid by a Fund toward the reduction of the Fund's gross expenses. The transaction quality must, however, be comparable to those of other qualified broker-dealers. For the year ended December 31, 2015, commissions recaptured through directed brokerage arrangements were as follows:
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Fund
Amount Received to Reduce Gross Expenses
Total Return Bond
$250,028
Balanced
$584,024
Muirfield Fund
$1,161,749
Dynamic Growth
$421,366
Global Opportunities
$275,163
Aggressive Growth
$357,534
Spectrum Fund
$410,871
Dividend Opportunities Fund
$90,224
Quantex
$119,809

The Subadviser to the Miller/Howard Infrastructure Fund may allocate brokerage transactions to broker-dealers who have entered into arrangements with the Subadviser under which the broker-dealer allocates a portion of the commissions paid by the Fund toward payment of the Fund's expenses, such as transfer agent fees of Mutual Funds Service Co. (“MFSCo”) or custodian fees. The transaction quality must, however, be comparable to those of other qualified broker-dealers. For the year ended December 31, 2015, $0 in directed brokerage payments were made to reduce expenses of the Fund.

The Board of each Fund periodically review the Adviser's performance of its responsibilities in connection with the placement of portfolio transactions on behalf of the Funds and review the commissions paid by each Fund over representative periods of time to determine if they are reasonable in relation to the benefits to each Fund.

From time to time, the Board of each Fund will review whether the recapture for the benefit of a Fund of some portion of the brokerage commissions or similar fees paid by the Fund on portfolio transactions is legally permissible and advisable.

The Fund seeks to recapture soliciting broker-dealer fees on the tender of portfolio securities.  The Board intends to continue to review whether recapture opportunities are available and are legally permissible and, if so, to determine in the exercise of their business judgment, whether it would be advisable for the Fund to seek such recapture.

Although each Fund has the same Board and officers, investment decisions for each Fund are made independently from those of other portfolios managed by the Adviser or accounts managed by affiliates of the Adviser. It sometimes happens that the same security is held in the portfolio of more than one of these Funds or accounts. Simultaneous transactions are inevitable when several Funds are managed by the same investment adviser, particularly when the same security is suitable for the investment objective of more than one Fund.

When two or more Funds are simultaneously engaged in the purchase or sale of the same security, the prices and amounts are allocated in accordance with a policy considered by the Fund Board to be equitable to each portfolio. In some cases this system could have a detrimental effect on the price or value of the security as far as one of the Funds is concerned. In other cases, however, the ability of a Fund to participate in volume transactions will produce better executions and prices for the Fund. It is the current opinion of the Board of each Fund that the desirability of retaining the Adviser as investment adviser to each Fund outweighs any disadvantages that may be said to exist from exposure to simultaneous transactions.
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The total commissions paid by the Funds for the year ended December 31, 2015, are as follows:

Fund
2015
2014
2013
2012
2011
Total Return Bond Fund
$471,607
$40,297
$25,518
$71,025
$27,079
Balanced Fund
$861,868
$319,934
$314,410
  $59,149
  $39,021
Muirfield Fund
$1,656,395
$679,497
$598,648
$79,320
$89,672
Miller/Howard Infrastructure Fund - Retail
$93,304
$73,363
$23,146
$39,540
$71,756
Dynamic Growth Fund
$597,663
$403,661
$373,981
$66,055
$72,455
Global Opportunities Fund
$389,820
$230,646
$362,096
$36,857
$1,125
Aggressive Growth Fund
$504,011
$290,865
$300,910
$31,127
$30,853
Spectrum Fund
$522,502
NA
NA
NA
NA
Dividend Opportunities Fund
$121,575
NA
NA
NA
NA
Quantex Fund
$177,823
$50,853
$43,349
$46,864
$47,870

VALUATION OF PORTFOLIO SECURITIES

Except for securities owned by the Money Market Fund, securities owned by a Fund and listed or traded on any national securities exchange are valued at each closing of the New York Stock Exchange on the basis of the last published sale on such exchange each day that the exchange is open for business.  Futures contracts are valued on the basis of the cost of closing out the liability; i.e., at the settlement price of a closing contract or at the bid quotation for such a contract if there is no sale. The Money Market Fund will value its securities by the amortized cost method as it maintains a dollar weighted average portfolio maturity of 60 days or less and a maximum maturity of 397 days. The Fund will maintain a dollar-weighted average portfolio life of 120 days or less.  Money market instruments (certificates of deposit commercial paper, etc.) in the Funds, having maturities of 60 days or less, are valued at amortized cost if not materially different from market value. In the Total Return Bond Fund, securities are valued each day at 4:00 p.m.

Portfolio securities are valued by various methods depending on the primary market or exchange on which they trade. Equity securities for which the primary market is the U.S. are valued at last sale price. Equity securities for which the primary market is outside the U.S. are valued using the official closing price or the last sale price in the principal market where they are traded. If the last sale price (on the local exchange) is unavailable, the last evaluated quote or last bid price is normally used. Short-term securities less than 60 days to maturity are valued either at amortized cost or at original cost plus accrued interest, both of which approximate current value.
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Fixed-income securities are valued primarily by a pricing service that uses a vendor security valuation matrix which incorporates both dealer-supplied valuations and electronic data processing techniques.  This twofold approach is believed to more accurately reflect fair value because it takes into account appropriate factors such as institutional trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data without exclusive reliance upon quoted, exchange, or over-the-counter prices.

Securities and other assets for which there is no readily available market are valued in good faith in accordance with policies set forth by the Board. The procedures set forth above need not be used to determine the value of the securities owned by the Fund if, in the opinion of the Board, some other method (e.g., closing over-the-counter bid prices in the case of debt instruments traded on an exchange) would more accurately reflect the fair market value of such securities.

Generally, the valuation of foreign and domestic equity securities, as well as corporate bonds, U.S. government securities, money market instruments, and repurchase agreements, is substantially completed each day at the close of the New York Stock Exchange (NYSE).

The values of any such securities held by the Fund are determined as of such time for the purpose of computing the Fund's net asset value. Foreign security prices are furnished by independent brokers or quotation services which express the value of securities in their local currency. The Adviser gathers all exchange rates daily at the close of the NYSE using the last quoted price on the local currency and then translates the value of foreign securities from their local currency into U.S. dollars. Any changes in the value of forward contracts due to exchange rate fluctuations and days to maturity are included in the calculation of net asset value. If an extraordinary event that is expected to materially affect the value of a portfolio security occurs after the close of an exchange on which that security is traded, then the security will be valued as determined in good faith by the Board.

Other assets, which include cash, prepaid and accrued items, and amounts receivable as income on investments and from the sale of portfolio securities, are carried at book value, as are all liabilities. Liabilities include accrued expenses, sums owed for securities purchased, and dividends payable.

Net Asset Value.   Charts and graphs using the Fund's net asset values, adjusted net asset values, and benchmark indices may be used to exhibit performance. An adjusted net asset value includes any distributions paid by the Fund and reflects all elements of its return. Unless otherwise indicated, the Fund's adjusted net asset values are not adjusted for sales charges, if any.

Moving Averages.   A Fund may illustrate performance using moving averages. A long-term moving average is the average of each week's adjusted closing net asset value for a specified period. A short-term moving average is the average of each day's adjusted closing net asset value for a specified period. Moving Average Activity Indicators combine adjusted closing net asset values from the last business day of each week with moving averages for a specified period to produce indicators showing when a net asset value has crossed, stayed above, or stayed below its moving average.
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Historical Fund Results.   The Fund's performance may be compared to the performance of other mutual funds in general, or to the performance of particular types of mutual funds. These comparisons may be expressed as mutual fund rankings prepared by Lipper, Inc. (Lipper), an independent service located in Summit, New Jersey that monitors the performance of mutual funds. Lipper generally ranks funds on the basis of total return, assuming reinvestment of distributions, but does not take sales charges or redemption fees into consideration, and total return is prepared without regard to tax consequences. In addition to the mutual fund rankings, the Fund's performance may be compared to mutual fund performance indices prepared by Lipper.

From time to time, a Fund’s performance may also be compared to other mutual funds tracked by financial or business publications and periodicals. For example, the Fund may quote Morningstar, Inc. in its advertising materials. Morningstar, Inc. is a mutual fund rating service that rates mutual funds on the basis of risk-adjusted performance. Rankings that compare the performance of the Funds to one another in appropriate categories over specific periods of time may also be quoted in advertising.

In advertising materials, the Trust may reference or discuss its products and services, which may include: the Funds; retirement investing; the effects of periodic investment plans and dollar; cost averaging; saving for college; and charitable giving. In addition, the Fund may quote financial or business publications and periodicals, including model portfolios or allocations, as they relate to Fund management, investment philosophy, and investment techniques. The Fund may also reprint, and use as advertising and sales literature, articles from monthly market commentaries and quarterly progress reports which are provided free of charge to the Funds shareholders.

Volatility. A Fund may quote various measures of volatility and benchmark correlation in advertising. In addition, the Fund may compare these measures to those of other funds. Measures of volatility seek to compare the Fund's historical share price fluctuations or total returns to those of a benchmark. Measures of benchmark correlation indicate how valid a comparative benchmark may be. All measures of volatility and correlation are calculated using averages of historical data.

Momentum Indicators indicate the Fund's price movements over specific periods of time. Each point on the momentum indicator represents the Fund's percentage change in price movements over that period.

A Fund may advertise examples of the effects of periodic investment plans, including the principle of dollar cost averaging. In such a program, an investor invests a fixed dollar amount in a Fund at periodic intervals, thereby purchasing fewer shares when prices are high and more shares when prices are low. While such a strategy does not assure a profit or guard against loss in a declining market, the investor's average cost per share can be lower than if fixed numbers of shares are purchased at the same intervals. In evaluating such a plan, investors should consider their ability to continue purchasing shares during periods of low price levels.
56

A Fund may be available for purchase through retirement plans or other programs offering deferral of, or exemption from, income taxes, which may produce superior after-tax returns over time. For example, a $1,000 investment earning a taxable return of 10% annually would have an after-tax value of $1,949 after ten years, assuming tax was deducted from the return each year at a 31% rate. An equivalent tax deterred investment would have an after tax value of $2,100 after ten years, assuming tax was deducted at a 31% rate from the tax-deferred earnings at the end of the ten-year period.

CALCULATION OF YIELD - TOTAL RETURN BOND FUND

From time to time the Total Return Bond Fund may advertise its thirty-day yield quotation. It is computed by dividing the net investment income per accumulation unit earned during the period by the maximum offering price per unit on the last day of the period, according to the following formula:

YIELD = 2 [( a - b + 1) 6 - 1 ]
           cd
where:

a = income earned during the period
b = expense accrued for the period
c = average number of shares outstanding during the period
d = offering price per share on the last day of the period

Quotations of yield for the Total Return Bond Fund will be accompanied by total return calculations current to the most recent calendar quarter. Total return will be calculated in the manner described above (See "Calculation of Total Return").

The total return performance data in this hypothetical example, represents past performance and 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.

COMPARATIVE PERFORMANCE INFORMATION

Comparative performance information may be used from time to time in advertising or marketing information relative to the Funds, including data from Lipper, iMoneynet, Morningstar Mutual Fund Report, other publications, various indices or results of the Consumer Price Index, other mutual funds or investment or savings vehicles.

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ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

The net asset value per share (NAV) for each class of the Funds is determined each business day at the close of regular trading on the New York Stock Exchange (typically 4:00 p.m. Eastern time) by dividing the Fund's net assets by the number of its shares outstanding.  The NAVs for the Money Market Fund are determined each business day that the Federal Reserve System is open and are calculated at 4:00 p.m. and noon, Eastern Standard Time, respectively.  For each Fund, the NAV is not calculated on the observance of New Year’s Day, Martin Luther King, Jr., Day, President’s Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.  In addition to the aforementioned holidays, the Money Market Fund are also closed on days that the Federal Reserve System is closed.  Please see "Additional Purchase and Redemption Information" in the SAI. To the extent that portfolio securities are traded in other markets on days when the NYSE is closed, a Fund's NAV may be affected on days when investors do not have access to the Fund to purchase or redeem shares.  Although the Adviser expects the same holiday schedule to be observed in the future, the NYSE may modify its holiday schedule at any time.

All Funds except the Money Market Fund offer three classes of shares: Retail Class shares, Adviser Class shares and Institutional Class shares. The Money Market Fund offers two classes of shares: Retail Class shares and Institutional Class shares. Each class of shares will have exclusive voting rights with respect to its respective distribution plan.  Although the legal rights of holders of each class of shares are identical, the different expenses borne by each class will result in different net asset values and dividends. The three classes also have different minimum purchase amounts and purchase eligibility conditions.

Shareholders of each Fund will be able to exchange their shares for shares of the same share class of any mutual fund that is a series of the Meeder Funds (each a "Meeder Funds Fund"), unless the shareholder has elected otherwise on their new account application. No additional fee or upfront sales load will be imposed upon the exchange.

Additional details about the exchange privilege and prospectuses for each of the Funds are available from MFSCo or the Distributor. The exchange privilege may be modified, terminated or suspended on 60 days' notice and the Fund has the right to reject any exchange application relating to such fund's shares. The 60 day notification requirement may be waived if (i) the only effect of a modification would be to reduce or eliminate an administrative fee redemption fee, or deferred sales charge ordinarily payable at the time of an exchange, or (ii) the Fund suspends the redemption of the shares to be exchanged as permitted under the 1940 Act or the rules and regulations thereunder, or the fund to be acquired suspends the sale of its shares because it is unable to invest amounts effectively in accordance with its investment objective and policies.

In the Prospectus, the Fund has notified shareholders that it reserves the right at any time, without prior notice, to refuse exchange purchases by any person or group if, in the Adviser's judgment, the Fund would be unable to invest effectively in accordance with its investment objective and policies, or would otherwise potentially be adversely affected.
58

Redemptions in Kind. The Funds have reserved the right to make payments in whole or in part in securities or other assets of a Fund, in case of an emergency, or if the payment of such a redemption in cash would be harmful to the existing shareholders of the Fund. In these circumstances, the securities distributed would be valued at the price used to compute the Fund's net assets and you may incur brokerage and transaction charges in converting the securities to cash. Redemptions in kind are taxable transactions. The Funds do not intend to redeem illiquid securities in kind. If this happens, however, you may not be able to recover your investment in a timely manner.

Automatic Account Builder. An investor may arrange to have a fixed amount of $100 or more automatically invested in shares of the Fund monthly by authorizing his or her bank account to be debited to invest specified dollar amounts in shares of the Fund. The investor's bank must be a member of the ACH.

Further information about these programs and an application form can be obtained from MFSCo.

Systematic Withdrawal Program. A systematic withdrawal plan is available for shareholders having shares of the Fund with a minimum value of $10,000, based upon the offering price. The plan provides for monthly, quarterly or annual checks in any amount, but not less than $100 which amount is not necessarily recommended).

Dividends and/or distributions on shares held under this plan are invested in additional full and fractional shares at net asset value. MFSCo acts as agent for the shareholder in redeeming sufficient full and fractional shares to provide the amount of the periodic withdrawal payment. The plan may be terminated at any time.

Withdrawal payments should not be considered as dividends, yield or income. If periodic withdrawals continuously exceed reinvested dividends and distributions, the shareholder's original investment will be correspondingly reduced and ultimately exhausted.

Furthermore, each withdrawal constitutes a redemption of shares, and any gain or loss realized must be recognized for federal income tax purposes. Each shareholder should consult his or her own tax adviser with regard to the tax consequences of the plan, particularly if used in connection with a retirement plan.

INVESTMENT ADVISER

Meeder Asset Management, Inc. is the investment adviser and manager for, and has a separate Investment Advisory Contract with each of the Funds in the Trust.

Pursuant to the terms of each Investment Advisory Contract, the Adviser has agreed to provide an investment program within the limitations of each Fund's investment policies and restrictions, and to furnish all executive, administrative, and clerical services required for the transaction of Fund business, other than accounting services and services that are provided by each Fund's custodian, transfer agent, principal underwriter, independent accountants, legal counsel, distribution, shareholder servicing and investment advisory services provided by any adviser.
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The Investment Advisory Contract for each Fund was separately approved by a vote of a majority of the Trustees, including a majority of Trustees who are not "interested persons" (as defined in the 1940 Act) of the Fund. Each of these contracts is to remain in force so long as renewal thereof is specifically approved annually by a majority of the Trustees or by vote of a majority of outstanding shares of each Fund, and in either case by vote of a majority of the Trustees who are not "interested persons" (as defined in the 1940 Act) at a meeting called for the purpose of voting on such renewals.

Each Investment Advisory Contract will terminate automatically if assigned and may be terminated without penalty at any time upon 60 days' prior written notice by Majority Vote of the Fund, by the Board, or by the Adviser.

Costs, expenses and liabilities of the Trust attributable to a particular Fund are allocated to that Fund such as investment advisory, transfer agency, fund accounting, administration, custody within the 0.20% limitation of the Muirfield, Quantex and Money Market Funds’ Retail Class Funds’ Distribution Plan; within the 0.25% limitation of the Aggressive Growth, Spectrum, Dividend Opportunities, Balanced, Total Return Bond, Miller/Howard Infrastructure-Retail Class, Dynamic Growth and Global Opportunities Fund’s Distribution Plan and the 0.03% limitation of the Money Market Fund Institutional Class, including the cost of printing and mailing of prospectuses and other materials incident to soliciting new accounts; service fees within the 0.20% limitation of the Muirfield, Spectrum, Quantex, Dynamic Growth, Aggressive Growth, Dividend Opportunities, Balanced, Global Opportunities, Total Return Bond and Miller/Howard Infrastructure-Retail Class Funds’ Administrative Services Plan . Costs, expenses and liabilities that are not readily attributable to a particular Fund are allocated among all of the Trust's Funds. Thus, each Fund pays its proportionate share of: the fees of the Trust's independent auditors, legal counsel, insurance premiums; the fees and expenses of Trustees who do not receive compensation from Meeder Asset Management, Inc.; association dues; the cost of printing and mailing confirmations, prospectuses, proxies, proxy statements, notices and reports to existing shareholders; state registration fees; distribution and other miscellaneous expenses.

The Board of the Trust believes that the aggregate per share expenses of the Money Market Fund will be less than or approximately equal to the expenses which the Fund would incur if it retained the services of an investment adviser and the assets of the Money Market Fund were invested directly in the type of securities being held by the Money Market Fund.

The Adviser earns an annual fee, payable in monthly installments as follows. The fee for the Muirfield, Miller/Howard Infrastructure and Quantex Funds, is based upon the average net assets of the Fund and is at the rate of 1% of the first $50 million, 0.75% of the next $50 million and 0.60% in excess of $100 million of average net assets. The annual fee for the Dynamic Growth, Aggressive Growth, Balanced, Spectrum, Dividend Opportunities and Global Opportunities Funds is based upon the average net assets of the Fund and is at the rate of 0.75% of the first $200 million and 0.60% in excess of $200 million of average net assets.  Annual fees for the Total Return Bond Fund is at the rate of 0.40% of the first $100 million of average net assets and 0.20% in excess of $100 million. The annual fee for the Money Market Fund is at the rate of 0.40% of the first $100 million and 0.25% in excess of $100 million, of average net assets.
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MANAGEMENT FEES

Fund
Accrued 2015
Accrued 2014
Accrued 2013
Accrued 2012
Accrued 2011
Money Market Fund – Retail
$173,602
$222,378
$254,874
$252,153
$334,272
Money Market Fund - Institutional
$510,654
$255,286
$182,628
$328,590
$111,001
Total Return Bond Fund
$575,585
$425,428
$341,631
$274,730
$  83,595
Balanced Fund
$1,704,961
$989,595
$729,582
$655,280
$559,195
Muirfield Fund
$2,429,736
$1,507,287
$1,089,007
$978,476
$986,465
Miller/Howard Infrastructure Fund - Retail
$404,620
$421,607
$345,181
$319,995
$304,084
Dynamic Growth Fund
$1,123,998
$886,537
$674,723
$701,608
$709,994
Global Opportunities Fund
$882,828
$748,108
$640,965
$625,955
$615,474
Aggressive Growth Fund
$701,183
$545,512
$410,551
$260,614
$300,255
Spectrum Fund
$492,344
NA
NA
NA
NA
Dividend Opportunities Fund
$164,620
NA
NA
NA
NA
Quantex Fund
$705,421
$522,017
$355,535
$220,600
$205,091

For fiscal year 2015, the Adviser agreed to reduce its fees and/or reimburse expenses of the Funds, voluntarily or contractually, to the extent necessary to limit the total operating expenses of each of the Funds, exclusive of brokerage costs, interest, taxes, dividends, litigation, indemnification, expenses associated with investments in underlying funds, and extraordinary expenses.  For the period January 1, 2013 through April 30, 2013, the Adviser’s waivers and/or reimbursements were contractual, other than for the Money Market Fund, where the reduction was voluntary.  For the period May 1, 2013 through December 31, 2013, the Adviser’s waivers and/or reimbursements were voluntary, other than for the Quantex Fund, where the reduction is contractual through October 15, 2017, unless sooner terminated at the sole discretion of the Fund’s Board.

61

WAIVED/REIMBURSED MANAGEMENT FEES

Fund
Voluntary
2015
Contractual 2015
Voluntary
2014
Contractual 2014
Voluntary
2013
Contractual 2013
Money Market Fund – Retail
$214,222
 
$311,942
 
$327,099
$0
Money Market Fund - Institutional
$632,978
 
$359,100
 
$236,290
$0
Total Return Bond Fund
$0
 
$100,999
 
$97,353
$42,868
Balanced Fund
$0
 
$54,965
 
$65,809
$28,346
Muirfield Fund
$0
 
$0
 
$85,919
$49,794
Miller/Howard Infrastructure Fund -  Retail
$5,000
 
$1,533
 
$0
$0
Dynamic Growth Fund
$80,319
 
$109,681
 
$125,341
$40,570
Global Opportunities Fund
$55,330
 
$140,509
 
$109,777
$42,790
Aggressive Growth Fund
$0
 
$0
 
$35,808
$1,137
Spectrum Fund
$45,193
         
Dividend Opportunities Fund
$36,850
         
Quantex Fund
$8,600
$176,337
 
$130,512
$7,274
$88,884
 
Fund
Voluntary
2012
Contractual
2012
Voluntary
2011
Money Market Fund – Retail
$248,098
$0
$373,934
Money Market Fund - Institutional
$322,900
$0
$124,552
Total Return Bond Fund
$78,670
$52,431
   $56,749
Balanced Fund
$22,259
$32,787
$51,681
Muirfield Fund
$60,982
$40,054
$61,248
Miller/Howard Infrastructure Fund - Retail
$363
$0
$0
Dynamic Growth Fund
$52,659
$29,382
$70,019
Global Opportunities Fund
$69,819
$28,319
$62,514
Aggressive Growth Fund
$6,355
$0
$2,580
Quantex Fund
$0
$55,151
$51,275

The Adviser was incorporated in Ohio on February 1, 1974 and maintains its principal offices at 6125 Memorial Drive, Dublin, Ohio 43017. The Adviser is a wholly-owned subsidiary of Meeder Investment Management, Inc., a holding company which is controlled by Robert S. Meeder, Jr. through ownership of common stock.  Meeder Investment Management, Inc. conducts business only through its four subsidiaries, which are the Adviser; MFSCo, the Trust's transfer agent, fund accountant and administrator; Meeder Advisory Services, Inc., a registered investment adviser; and Adviser Dealer Services, Inc., a broker-dealer   and principal underwriter to the Funds .
62

 
As of the date of this SAI, the Adviser's officers and directors are as set forth as follows: Robert S. Meeder, Sr., Chairman and Sole Director; Robert S. Meeder, Jr., President; Susan Meeder, Chief Operating Officer; Mary M. Bull, Assistant Chief Compliance Officer; Jason Click, Senior Vice President; Bruce E. McKibben, Chief Compliance Officer; Dale W. Smith, Chief Financial Officer and Chief Investment Officer .  Mr. Robert S. Meeder, Jr. is President and a Trustee of the Trust. Mr. Dale W. Smith is an officer of the Trust.

The Adviser and Miller/Howard Investments, Inc. may use their resources to pay expenses associated with the sale of each Fund’s shares or services provided to each Fund’s shareholders.  This may include payments to third parties such as banks, broker-dealers, investment advisers or other financial intermediaries that provide shareholder support services or engage in the sale of each Fund’s shares.

A team of persons are primarily responsible for the day-to-day management of the Funds.  The team consists of Clinton Brewer, Jason Headings, Robert S. Meeder, Jr., Dale Smith, Robert Techentin, Jonathan Tremmel, Angelo Manzo and Amisha Kaus who are collectively referred to below as the “Portfolio Managers.” As of December 31, 2015, the Portfolio Managers were responsible for the management of the following types of other accounts:

Portfolio Manager
 
Account Type
 
Number of Accounts by Account Type
 
Total Assets by Account Type
Number of Accounts by type Subject to a Performance Fee
Total Assets by Account Type Subject to a Performance Fee
Clinton Brewer
Other Accounts
17,810 Other Accounts*
$4,896.6 million in Other Accounts*
None
None
 
Other Registered Investment Companies
None
None
None
None
 
Other Pooled Investment Vehicles
1 Other Pooled Investment Vehicle
$3,470.8 million in Other Pooled Investment Vehicles
None
None
Jason Headings
Other Accounts
 10.650 Other Accounts*
$4,334.2 million in Other Accounts*
None
None
 
Other Registered Investment Companies
None
None
None
None
 
Other Pooled Investment Vehicles
1 Other Pooled Investment Vehicle
$3,470.8 million in Other Pooled Investment Vehicles
None
None
63

Robert S. Meeder, Jr.
Other Accounts
17,810 Other Accounts*
$4,896.6 million in Other Accounts*
None
None
 
Other Registered Investment Companies
None
None
None
None
 
Other Pooled Investment Vehicles
1 Other Pooled Investment Vehicle
$3,470.8 million in Other Pooled Investment Vehicles
None
None
Dale Smith
Other Accounts
17,810 Other Accounts*
$4,896.6 million in Other Accounts*
None
None
 
Other Registered Investment Companies
None
None
None
None
 
Other Pooled Investment Vehicles
1 Other Pooled Investment Vehicle
$3,470.8 million in Other Pooled Investment Vehicles
None
None
Robert Techentin
Other Accounts
764.5 Other Accounts*
$4,334.2 million in Other Accounts*
None
None
 
Other Registered Investment Companies
None
None
None
None
 
Other Pooled Investment Vehicles
1 Other Pooled Investment Vehicle
$3,470.8 million in Other Pooled Investment Vehicles
None
None
Jonathan Tremmel
Other Accounts
17,650 Other Accounts*
$1,167.9 million in Other Accounts*
None
None
 
Other Registered Investment Companies
None
None
None
None
 
Other Pooled Investment Vehicles
None
None
None
None
Angelo Manzo
Other Accounts
764.5 Other Accounts*
$2,252.4 million in Other Accounts*
None
None
 
Other Registered Investment Companies
None
None
None
None
 
Other Pooled Investment Vehicles
None
None
None
None
Amisha Kaus
Other Accounts
764.5 Other Accounts
$4,334.2 million in other accounts
None
None
 
Other Registered Investment Companies
None
None
None
None
 
Other Pooled Investment Vehicles
1 Other Pooled Investment Vehicle
$3,470.8 million in Other Pooled Investment Vehicles
   
 
*
The total number of other accounts managed by the Portfolio Managers and the total amount of assets in the other accounts are overstated because if a Portfolio Manager manages a portion of the other account, that account and the total amount of assets therein are considered to be managed by him and are also attributed to any other Portfolio Manager(s) who manage(s) the balance of the other account.

64

The Portfolio Managers and Investment Analysts are compensated for their services by the Adviser.  All of the Portfolio Managers and Investment Analysts are paid a competitive base salary by the Adviser. Additionally, Portfolio Managers and Investment Analysts participate in an incentive compensation program that is based on the performance of the investment products that they manage, as well as an assessment of their overall contributions to the investment department and organization as a whole.  Like all employees of the Adviser, the Portfolio Managers and Investment Analysts participate in the Adviser’s retirement plan.

To the extent that a Fund and another of the Adviser’s clients seek to acquire the same security at about the same time, the Fund may not be able to acquire as large a position in such security as it desires or it may have to pay a higher price for the security.  Similarly, a Fund may not be able to obtain as large an execution of an order to sell or as high a price for any particular portfolio security at the same time. On the other hand, if the same securities are bought or sold at the same time by more than one client, the resulting participation in volume transactions could produce better executions for the Fund.  In the event that more than one client wants to purchase or sell the same security on a given date, the purchases and sales will normally be made according to the bunched order policy.

The following table shows the dollar range of shares of the Funds beneficially owned by the Portfolio Managers as of December 31, 2015.
 
Dollar Range of Fund Shares
Clinton Brewer
Jason Heading s
Robert Meeder, Jr.
Dale Smith
Angelo Manzo
Money Market Fund
None
None
$10,001 - $50,000
$1 - $10,000
None
Total Return Bond Fund
$1 -$10,000
$1 - $10,000
$1 – $10,000
$100,001 - $500,000
None
Balanced Fund
None
None
$50,001 - $100,000
$10,001 - $50,000
None
Muirfield Fund
None
None
$500,001  $1,000,000
$100,001 - $500,000
None
Spectrum Fund
None
$10,001 - $50,000
None
$100,001 - $500, 000
None
Miller/Howard Infrastructure Fund - Retail
None
None
$100,001 - $500,000
$10,001 - $50,000
None
Dynamic Growth Fund
$10,001 - $50,000
None
$100,001- $500,000
$100,001 - $500,000
None
Global Opportunities Fund
$10,001 - $50,000
None
$100,001 - $500,000
$100,001 - $500,000
None
Aggressive Growth Fund
$10,001 - $50,000
None
$100,001 - $500,000
$100,001 - $500,000
None
Quantex Fund
None
$1 - $10,000
$100,001 - $500,000
$100,001 - $500,000
None
Dividend Opportunities Fund
None
None
 
$100,001 - $500,000
None
Aggregate Dollar Range of Shares Owned in All Funds Within the Fund Complex
$50,001 - $100,000
$10,001 - $50,000
Over $1,000,000
Over $1,000,000
None
65

Dollar Range of Fund Shares
Robert Techentin
Jonathan Tremmel
Amisha Kaus
Lowell Miller
Money Market Fund
None
None
None
None
Total Return Bond Fund
$10,001 - $50,000
None
$1 - $10,000
None
Balanced Fund
None
None
None
None
Muirfield Fund
None
None
$1 - $10,000
None
Spectrum Fund
None
$1 - $10,000
$1 - $10,000
None
Miller/Howard Infrastructure Fund - Retail
None
None
None
None
Dynamic Growth Fund
None
None
None
None
Global Opportunities Fund
None
None
$1 - $10,000
None
Aggressive Growth Fund
None
None
None
None
Quantex Fund
$10,001 - $50,000
$1-$10,000
None
None
Dividend Opportunities Fund
None
None
$1 - $10,000
None
Aggregate Dollar Range of Shares Owned in All Funds Within the Fund Complex
$10,001 - $50,000
$1 - $10,000
$1 - $10,000
None
66

INVESTMENT SUBADVISER

Miller/Howard Investments, Inc., 324 Upper Byrdcliffe Road, P.O. Box 549, Woodstock, New York 12498, serves as the Miller/Howard Infrastructure Fund's Subadviser. Lowell G. Miller controls the Subadviser through the ownership of voting common stock.  The Investment Subadvisory Agreement provides that the Subadviser shall furnish investment advisory services in connection with the management of the Fund. In connection therewith, the Subadviser is obligated to keep certain books and records of the Fund. The Adviser continues to have responsibility for all investment advisory services pursuant to the Investment Advisory Agreement and supervises the Subadviser's performance of such services. Under the Investment Subadvisory Agreement, the Adviser, not the Fund, pays the Subadviser a fee, payable monthly, computed at the difference between the Adviser’s annual fee and $210,000.

The Investment Subadvisory Agreement provides that the Subadviser will not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the execution of portfolio transactions for the Fund, except a loss resulting from misfeasance, bad faith, gross negligence or reckless disregard of duty. The Investment Subadvisory Agreement provides that it will terminate automatically if assigned, and that it may be terminated by the Adviser without penalty to the Fund by the Adviser, the Board of the Fund or by the vote of a majority of the outstanding voting securities of the Fund upon not less than 30 days written notice. The Investment Subadvisory Agreement will continue in effect for a period of more than two years from the date of execution only so long as such continuance is specifically approved at least annually in conformity with the 1940 Act. The Investment Subadvisory Agreement was approved by the Board of the Trust, including all of the Trustees who are not parties to the contract or "interested persons" of any such party, and by the shareholders of the Fund.

Lowell Miller is the portfolio manager primarily responsible for the day-to-day management of the Miller/Howard Infrastructure Fund (the “Portfolio Manager”).  As of December 31, 2015, the Portfolio Manager was responsible for the management of the following types of accounts:
67


 
Portfolio Manager
 
Account Type
Number of Accounts by Account Type
 
Total Assets by Account Type
Number of Accounts by type Subject to a Performance Fee
Total Assets by Account Type Subject to a Performance Fee
Team Managed
Registered Investment Companies/Other Accounts
12 Registered Investment Company;  4,306 Other Accounts
$425.5 million in Registered Investment Companies; $5.9 billion in Other Accounts
None
None
 
Other Registered Investment Companies
None
None
None
None
 
Other Pooled Investment Vehicles
2
$52.6 million
None
None

The Portfolio Management team are compensated for their services by Miller/Howard Investments, Inc.  The Portfolios Manager’s compensation consists of a fixed salary and a discretionary bonus that is not tied to the performance of any Fund or private account.  The Portfolio Manager participates in Miller/Howard Investments, Inc.’s retirement plan.

To the extent that a Fund and another of the Adviser’s or Miller/Howard Investments, Inc.’s clients seek to acquire the same security at about the same time, the Fund may not be able to acquire as large a position in such security as it desires or it may have to pay a higher price for the security.  Similarly, a Fund may not be able to obtain as large an execution of an order to sell or as high a price for any particular portfolio security at the same time. On the other hand, if the same securities are bought or sold at the same time by more than one client, the resulting participation in volume transactions could produce better executions for the Fund.  In the event that more than one client wants to purchase or sell the same security on a given date, the purchases and sales will normally be made according to the bunched order policy.

The following table shows the dollar range of equity securities beneficially owned by the Portfolio Manager in the Fund as of December 31, 2015.

 
Portfolio Manager
Dollar Range of Equity Securities in the Miller/Howard Infrastructure Fund
Lowell Miller
$0
Bryan Spratt
$0
John E. Leslie III
$0
Roger Young
$0
John Cusick
$0
Michael Roomberg
$0
68

OFFICERS AND TRUSTEES

The Board oversees the management of the Trust and elects their officers. The officers are responsible for the Funds’ day-to-day operations. The Trustees’ and officers’ names, positions and principal occupations during the past five years are listed below. Unless otherwise noted, the business address of each Trustee and officer is 6125 Memorial Drive, Dublin, Ohio 43017, which is also the address of the Adviser. The Trustee who is an “interested person” (as defined in the Investment Company Act of 1940) by virtue of his affiliation with the Fund Complex is indicated by an asterisk (*).

"Non-Interested" Trustees
 
 
Name, Address and Age
Position Held
 
Year First Elected A Director of Fund Complex 1
 
 
Principal Occupation(s) During Past Five Years
Number of Portfolios in Fund Complex Overseen by Trustee
 
Other Directorships Held by Trustee 2
           
JACK W. NICKLAUS II, 55
11780 U.S. Highway #1
North Palm Beach, FL 33408
Trustee
1998
Designer, Nicklaus Design, a golf course design firm and division of The Nicklaus Companies; member of the Trust’s Audit Committee.
11
None
           
STUART M. ALLEN, 55
Gardiner Allen DeRoberts Insurance LLC
777 Goodale Blvd.
Columbus, OH 43212
Trustee
2006
President of Gardiner Allen Insurance Agency, Inc.; member of the Trust’s Audit Committee.
11
None
           
ANTHONY D’ANGELO, 56
WTTE Fox-28
1261 Dublin Road
Columbus, OH 43215
Trustee
2006
General Manager of WSYX ABC 6/WTTE FOX-28, WWHO television stations owned and operated by Sinclair Broadcast Group (2014-present); Director of Sales (2004-2014); member of the Trust’s Audit Committee.
11
None
69

"Interested" Trustee” 3,4
 
Name, Address and Age
 
Position Held
Year First Elected a Director and/or Officer of the Fund 1
 
 
Principal Occupation(s ) During Past Five Years
Number of Funds in Fund Complex Overseen by Trustee
 
Other Directorships Held by Trustee
           
ROBERT S. MEEDER, JR.*+, 55
Trustee and President
1992
President of Meeder Asset Management, Inc., Meeder Advisory Services, Inc. and Mutual Funds Service Company, the Funds’ transfer agent
11
None

Other Officers 4

Name, Address and Age
Position Held
Year First Elected an Officer of the Fund 1
Principal Occupation(s) During Past Five Years
       
BRUCE E. MCKIBBEN*+, 46
Treasurer
2002
Director/Fund Accounting and Financial Reporting, Mutual Funds Service Co., each Fund’s transfer agent (since April 1997); Chief Compliance Officer, Meeder Asset Management, Inc. (since January 2014).
       
DALE W. SMITH*+, 56
Vice President
2006
Vice President, Chief Financial Officer and Chief Investment Officer, Meeder Asset Management, Inc., the Trust’s investment adviser, Vice President, Mutual Funds Service Co., the transfer agent to each of the Trust’s funds (since March 2005).
       
SUSAN MEEDER*+, 53
Vice President
2014
Chief Operating Officer of Meeder Asset Management, Inc. (2009-present)
       
TIM MCCABE*+, 39
Chief Legal Counsel
2015
Chief Legal Officer, Meeder Asset Management, Inc. (2015-present); Senior Counsel & Regulatory Officer, Ohio Treasurer of State (2013-2015); Vice President, Managing Counsel of Pershing LLC, a BNY Mellon Company (2011-2013).
       
MARY M. BULL*+, 50
Chief Compliance Officer
2011
Legal Counsel, Meeder Asset Management, Inc. (since January 2011); Assistant Chief Compliance Officer, Meeder Asset Management, Inc. (since April 2011); Consultant (2007-2010); Assistant General Counsel, Nationwide Insurance (2006-2007).
       
RUTH A. KIRKPATRICK*+, 64
Secretary
2015
Senior Legal Specialist of Meeder Asset Management, Inc.; Secretary pro tempore (2009-2015)
70

1
Trustees and Officers of the Funds serve until their resignation, removal or retirement.

2
This includes all directorships (other than those in the Fund Complex) that are, or within the previous five years were, held by each trustee as a director of a public company or a registered investment company.

3
“Interested Persons” within the meaning of the 1940 Act on the basis of their affiliation with the Fund Complex Investment Adviser, Meeder Asset Management, Inc., or its affiliated entities.

4
All of the officers listed are officers and/or directors/trustees of one or more of the other funds for which Meeder Asset Management, Inc. serves as Investment Adviser.

*
Deemed an “interested person” of the Trust by virtue of their position with the Adviser of the Funds.

+
P.O. Box 7177, 6125 Memorial Drive, Dublin, Ohio 43017.

All Trustees were nominated to serve on the Board based on his particular experiences, qualifications, attributes and skills. The characteristics that have led the Board to conclude that each of the Trustees should continue to serve as a Trustee of the Trust are discussed below.

Jack W. Nicklaus II . In addition to his golf course design work, Mr. Nicklaus is the General Chairman of the Memorial Tournament, a premier PGA Tournament and Chairman of its host venue Muirfield Village Golf Club in Dublin, Ohio. His strategic planning, organizational and leadership skills help the Board set long-term goals for the Funds and establish processes for overseeing Trust policies and procedures.

Stuart Allen. As a business owner, Mr. Allen brings budgeting and financial reporting skills to the Board, although he does not qualify as an “audit committee financial expert”. Mr. Allen’s experience provides the Board insight into the insurance and qualified plan markets. Mr. Allen was elected as Chairman of the Audit Committee on December 8, 2010.

Anthony D’Angelo . Mr. D’Angelo was elected to and continues to serve as a Trustee due to his marketing, strategic planning and budgeting skills, although he does not qualify as an “audit committee financial expert”. Mr. D’Angelo’s skills help the Audit Committee analyze financial reports and the Board determine the strategic direction of the Funds. Mr. D’Angelo was elected as Lead Independent Trustee on December 8, 2010.

Robert S. Meeder, Jr. Mr. Meeder has been President of Meeder Asset Management, Inc., the Funds’ investment adviser, since 1992 and MFSCo, the Funds’ transfer and fund accounting agent since 2005 and has worked in the investment management industry since 1986. Mr. Meeder brings operational, investment management and marketing knowledge to the Board.
71

FUND SHARES OWNED BY TRUSTEES AS OF DECEMBER 31, 2015

Dollar Range of Fund Shares Owned 1
Jack W.
Nicklaus II
Stuart M.
Allen
Anthony D’Angelo
Robert S. Meeder, Jr.
Money Market Fund
None
$1 - $10,000
None
Over $100,000
Total Return Bond Fund
None
None
None
$1 - $10,000
Balanced Fund
None
Over $100,000
None
$50,001-$100,000
Muirfield Fund
Over $100,000
Over $100,000
$50,001 - $100,000
Over $100,000
Miller/Howard Infrastructure Fund - Retail
None
None
$50,001 - $100,000
Over $100,000
Dynamic Growth Fund
None
$10,001 - $50,000
$50,001 - $100,000
Over $100,000
Global Opportunities Fund
None
None
None
Over $100,000
Aggressive Growth Fund
None
Over $100,000
$50,001 - $100,000
Over $100,000
Quantex Fund
Over $100,000
None
None
Over $100,000
Spectrum Fund
None
None
None
Over $100,000
Dividend Opportunities Fund
None
None
None
Over $100,000
Aggregate Dollar Range 1 of Shares Owned in All Funds Within the Fund Complex Overseen by Trustee
Over $100,000
Over $100,000
Over $100,000
Over $100,000

1
Ownership disclosure is made using the following ranges: None; $1 - $10,000; $10,001 - $50,000; $50,001 - $100,000 and over $100,000. The amounts listed for "interested" trustees include shares owned through Meeder Asset Management, Inc.'s retirement plan and 401(k) Plan.

The following table shows the compensation paid by Fund Complex as a whole to the Trustees of the Funds during the fiscal year ended December 31, 2015.

COMPENSATION TABLE

Aggregate Compensation from a Fund 1
Jack W.
Nicklaus II
Stuart M.
Allen
Anthony D’Angelo
Robert S. Meeder, Jr.
Money Market Fund
$379
$415
$470
None
Total Return Bond Fund
$2,886
$3,162
$3,575
None
Balanced Fund
$3,530
$3,865
$4,370
None
Muirfield Fund
$5,391
$5,906
$6,673
None
Miller/Howard Infrastructure Fund - Retail
$759
$831
$940
None
Dynamic Growth Fund
$2,382
$2,609
$2,950
None
Global Opportunities Fund
$1,864
$2,042
$2,308
None
Aggressive Growth Fund
$1,555
$1,702
$1,924
None
Quantex Fund
$1,200
$1,314
$1,485
None
Spectrum Fund
 $866
$948
$1,072
None
Dividend Opportunities Fund
$188
$206
$233
None
Total Compensation From the Fund Complex 1,2
$21,000
$23,000
$26,000
None
72

1
Compensation figures include cash and amounts deferred at the election of certain non-interested Trustees. For the calendar year ended December 31, 2015, participating non-interested Trustees accrued deferred compensation in the Deferred Compensation Plan for Independent Trustees from the funds as follows: Jack W. Nicklaus II - $21,000, Stuart Allen - $23,000, and Anthony D’Angelo - $26,000.

2
The Fund Complex consists of 11 investment funds/series.

Each Trustee who is not an “interested person” is paid a total meeting fee of $2,250 for each regular quarterly meeting he attends (in person or by telephone) on behalf of the Trust. Prior to January 1, 2015, each Trustee who was not an “interested person” was paid a total meeting fee of $1,250. No compensation is paid for special meetings of the Trustees. Each Trustee who is not an “interested person” receives a total retainer of $2,500 per calendar quarter for the Trust. Each committee person who is not an “interested person” is paid a total of $500 for each committee meeting he attends (in person or by telephone) on behalf of the Trust. The Chairman of the Audit Committee receives a quarterly retainer of $500 in addition to any committee meeting fees to which he is entitled. The Lead Trustee receives a quarterly retainer of $1,250 in addition to any committee meeting to which he is entitled.

Board structure

The Board has general oversight responsibility with respect to the business and affairs of the Trust and the Funds. The Board has engaged the Adviser to manage and/or administer the Funds and is responsible for overseeing the Adviser and other service providers to the Trust and the Fund. The Board is currently composed of four Trustees, including three Trustees who are not “interested persons” of the Fund, as that term is defined in the 1940 Act (each an “Independent Trustee”). In addition to four regularly scheduled meetings per year, the Board holds special meetings or informal conference calls to discuss specific matters that may require action prior to the next regular meeting. As discussed below, the Board has established four committees to assist it in performing its oversight responsibilities. The Chairman of the Board is an “interested person” of the Fund. The Board has appointed an Independent Trustee to serve in the role of Lead Independent Trustee. The Lead Independent Trustee’s function is to enhance the efficiency and effectiveness of the Board with respect to fund governance matters. The Lead Independent Trustee, among other things, serves as a point person for the exchange of information between management and the Independent Trustees and coordinates communications among the Independent Trustees. The duties and responsibilities of the Lead Independent Trustee include recommending Board meetings and prioritizing Board meeting agendas, as well as making sure the Board receives reports from management on essential matters.
73

The use of an interested Chairman allows the Board to access the expertise necessary to oversee the Trust, identify risks, recognize shareholder concerns and needs and highlight opportunities. The Lead Independent Trustee is able to focus Board time and attention to matters of interest to shareholders and ensure that the Independent Trustees are fully informed regarding management decisions. The Trustees have determined that an interested Chairman balanced by a Lead Independent Trustee is the appropriate leadership structure for the Board.

The Board maintains three standing committees: the Audit Committee, the Nominating Committee and the Compensation Committee. Each of the Committees is comprised of the following independent Trustees of the Trust: Stuart Allen, Anthony D’Angelo and Jack Nicklaus II. The Audit Committee is generally responsible for recommending the selection of the Trust’s independent auditors, including evaluating their independence and meeting with such accountants to consider and review matters relating to the Trust’s financial reports and internal accounting. The Trust’s Nominating Committee is responsible for the nomination of trustees to the Board. When vacancies arise or elections are held, the Committee considers qualified nominations including those recommended by shareholders who provide a written request (including qualifications) to the Nominating Committee in care of the Trust’s address at 6125 Memorial Drive, Dublin, Ohio 43017. The Compensation Committee is generally responsible for making recommendations to the Board regarding the compensation of Trustees who are not affiliated with any investment adviser, administrator or distributor of the Funds. During the fiscal year ended December 31, 2015, the Audit Committee met five times , the Compensation Committee and the Nominating Committee did not meet.

             During the past fiscal year, the Board considered and approved the renewal of each Fund’s Investment Advisory Agreement with the Adviser. In connection with this annual review, the Board, with the advice and assistance of independent counsel for the Funds, received and considered information and reports relating to the nature, quality and scope of the services provided to each Fund by the Adviser and its affiliates. The Board considered the level of and the reasonableness of the fees charged for these services, together with comparative fee and expense information showing, among other things, the fees paid for advisory, administrative, transfer agency, fund accounting and shareholder services and the total expense ratio of each Fund relative to its peer group of mutual funds. In addition, the Board considered, among other factors:

· the effect of the investment advisory fee and fund administration fee structure on the expense ratio of each Fund;

· the effect of the investment advisory fee and fund administration fee structure on the nature or level of services to be provided each Fund;

· the investment performance of each Fund;

· information on the investment performance, advisory fees, fund administration fees and expense ratios of other registered investment companies within the Trust;
74

· information on the investment performance, advisory fees, fund administration fees and expense ratios of other investment companies not advised by the Adviser but believed to be generally comparable in their investment objectives and size to the Funds;

· the investment approach used by the Adviser in the daily management of each of the Funds;

· information on personnel of the Adviser’s investment committee;

· the continuing need of the Adviser to retain and attract qualified investment and service professionals to serve the Trust in an increasingly competitive industry;

· soft dollars received by the Adviser from Fund trades;

· commissions, if any, received by Adviser Dealer Services, Inc. an affiliate of the Adviser and the Funds (or Trust), principal underwriter/distributor for executing securities transactions on behalf of each Fund;

· the Adviser’s policy regarding the aggregation of orders from the Funds and the Adviser’s private accounts; and

· other ancillary benefits received by the Adviser and its affiliates as a result of their provision of investment advisory and other services to the Funds.

As of March 31, 2016, the Board and officers of the Trust own, in the aggregate, less than 1% of the Trust’s total outstanding shares.

Risk oversight

Mutual funds face a number of risks, including investment risk, compliance risk and valuation risk. The Board oversees management of the Funds’ risks directly and through its committees. While day-to-day risk management responsibilities rest with the Funds’ Chief Compliance Officer, the Adviser and other service providers, the Board monitors and tracks risk by: (1) receiving and reviewing quarterly and ad hoc reports related to the performance and operations of the Funds; (2) reviewing and approving, as applicable, the compliance policies and procedures of the Trust, including the Trust’s valuation policies and transaction procedures; (3) periodically meeting with portfolio management teams to review investment strategies, techniques and related risks; (4) meeting with representatives of key service providers, including the Fund’s Adviser, administrator, transfer agent, the custodian and the independent registered public accounting firm, to discuss the activities of the Funds; (5) engaging the services of the Chief Compliance Officer of the Fund to test the compliance procedures of the Trust and its service providers; (6) receiving and reviewing reports from the Trust’s independent registered public accounting firm regarding the Fund’s financial condition and the Trust’s internal controls; and (7) receiving and reviewing an annual written report prepared by the Chief Compliance Officer reviewing the adequacy of the Trust’s compliance policies and procedures and the effectiveness of their implementation. The Board has concluded that its general oversight of the investment adviser and other service providers as implemented through the reporting and monitoring process outlined above allows the Board to effectively administer its risk oversight function.
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The Trust and the Adviser have each adopted a Code of Ethics that permits personnel subject to the Code to invest in securities, including, under certain circumstances and subject to certain restrictions, securities that may be purchased or held by the Funds and the Portfolio. However, each such Code restricts personal investing practices by directors and officers of the Adviser and its affiliates, and employees of the Adviser with access to information about the purchase or sale of Fund securities. The Code of Ethics for the Trust also restricts personal investing practices of the Board who have knowledge about recent Fund trades. Among other provisions, each Code of Ethics requires that such trustees and officers and employees with access to information about the purchase or sale of Fund securities obtain preclearance before executing personal trades. Each Code of Ethics prohibits acquisition of securities without preclearance in, among other events, an initial public offering or a limited offering, as well as profits derived from the purchase and sale of the same security within 60 calendar days. These provisions are designed to put the interests of Fund shareholders before the interest of people who manage the Funds.

THE DISTRIBUTOR

Adviser Dealer Services, Inc. (the “Distributor”), whose principal business address is 6125 Memorial Drive, Dublin, Ohio 43017, an affiliate of the Adviser, acts as the principal underwriter of the shares of the Funds, which are offered continuously, pursuant to an Underwriting Agreement dated October 1, 2014 (the “Underwriting Agreement”). The Distributor is a broker dealer registered under the Securities Exchange Act of 1934, as amended, and a member of the Financial Industry Regulatory Authority. The Underwriting Agreement calls for the Distributor as agent of the Funds to use all reasonable efforts, consistent with its other business, to secure purchasers of the Funds.

Commencing October 1, 2014, the Distributor is eligible to receive revenues relating to the sale of shares of the Funds pursuant to the Funds’ 12b-1 Shareholder Distribution Plan (“Plan”) adopted by the Funds under Rule 12b-1 under the 1940 Act. Pursuant to the Plan, shares of the Fund bear a Distribution fee of up to 0.25% per year of its average net asset value. The Distribution fee may be paid to the Distributor and the Distributor may retain some or all of such fees as reimbursement for distribution and shareholder services provide by Distributor or pay all or a portion of the Rule 12b-1 fee to financial intermediaries, including the Adviser and its affiliates.

Pursuant to the Underwriting Agreement, the Funds have agreed to indemnify the Distributor, its officers, directors and control persons to the extent permitted by applicable law against certain liabilities under the Securities Act, and any other statute or common law. The Underwriting Agreement was approved by the Board for an initial two-year period, and will continue from year to year upon a majority vote of the Trustees, including a majority of the non-interested Trustees at least annually or by a majority of the outstanding shares of the Trust.
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DISTRIBUTION PLANS

The Board of Trustees of the Funds has adopted, on behalf of the Retail Class Shares of the Fund, a shareholder distribution plan pursuant to Rule 12b-1 under the 1940 Act (“Distribution Plan”). The Distribution Plan adopted for the Retail Class Shares and the Institutional Share Class of the Money Market Fund allows the Fund to use part of its assets to pay for the sale and distribution of the Shares, including advertising, marketing and other promotional activities as well as shareholder servicing. For these services, the Fund has authorized its agents or distributors to pay a distribution fee at the rates set forth below to financial intermediaries or other parties who have entered into selling or shareholder distribution agreements with the Funds, its agents or distributors. Re cipients of the distribution fee include financial intermediaries, securities brokers, attorneys, accountants, investment advisers, platform providers, investment performance consultants, pension actuaries, banks, and service organizations, in addition to the Distributor, Adviser and its affiliates. The Funds may also pay a portion of this fee to the Distributor for costs incurred in connection with the distribution, sale or promotion of the Retail Share Class.

Under the terms of the Distribution Plan, payments for each Fund may be made in the form of commissions and fees for marketing and selling Fund shares, such as compensating brokers and others who sell fund shares, and paying for advertising, the printing and mailing of prospectuses to new investors, and the preparing, printing and mailing of sales literature. Payments may also be made for maintaining personnel of the Adviser and/or its affiliates who engage in or support distribution of shares, or who render educational, marketing administrative, personal or other support services to financial intermediaries, investors and/or shareholders, not otherwise provide by the Fund’s Transfer Agent. These payments may include, but are not limited to, allocated overhead, office space and equipment, employee compensation, telephone facilities and expenses, answering routine inquiries regarding the Fund, processing shareholder transactions, and providing such other shareholder services as the Fund may reasonably request.

In addition, payments under the Distribution Plan may be used for the distribution and support expenses of platform providers that make the Funds available for purchase by financial intermediaries or directly by investors. Further, payment may be used for reimbursement of travel, entertainment and like expenses in connection with the promotion of the Fund, administrative support for financial intermediaries, investors and shareholders, and education about the Fund’s investment objectives and policies. Payment may also be used to pay for the costs of formulating and implementing marketing and promotional activities, including, but not limited to, sales seminars, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising. Payments may be used for any other purpose as described in the Plan and approved by the Board.

Under the Distribution Plan, the Funds may pay a distribution fee up to the following annualized rate for each of the following Retail share classes:
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Share Class
Percentage of A verage Daily Net Assets
Global Opportunities Fund (formerly Strategic Growth Fund)
0.25%
Aggressive Growth Fund
0.25%
Dividend Opportunities Fund
0.25%
Dynamic Growth Fund
0.25%
Quantex Fund
0.20%
Balanced Fund
0.25%
Muirfield Fund
0.20%
Spectrum Fund
0.25%
Infrastructure Fund
0.25%
Total Return Bond Fund
0.25%
Money Market Fund – Retail Class
0.20%
Money Market Fund – Institutional Class
0.03%

In addition, the Plan for each such Fund provides that it may not be amended to increase materially the costs which the Fund may bear for distribution pursuant to the Plan without shareholder approval of the Plan, and that other material amendments of the Plan must be approved by the Board, and by the Trustees who are not "interested persons" of the Trust (as defined in the Act) and who have no direct or indirect financial interest in the operation of the Plan or in the related service agreements, by vote cast in person at a meeting called for the purpose of voting on the Plan.

The Plan for each of the Trust's Funds is terminable at any time by vote of a majority of the Trustees who are not "interested persons" and who have no direct or indirect financial interest in the operation of the Plan or in any of the related service agreements or by vote of a majority of the Trust's shares. Any service agreement terminates upon assignment and is terminable without penalty at any time by a vote of a majority of the Trustees who are not "interested persons" and who have no direct or indirect financial interest in the operation of any of the Plans or in any of the related service agreements upon not more than 60 days' written notice to the service organization or by the vote of the holders of a majority of the Trust's shares, or, upon 15 days' notice, by a party to a service agreement.

Each Plan was approved by the Trust's Board, which made a determination that there is a reasonable likelihood the Plans will benefit the Funds. Although the objective of the Trust is to pay 12b-1 recipients for a portion of the expenses they incur, and to provide them with some incentive to be of assistance to the Trust and its shareholders, no effort has been made to determine the actual expenses incurred by 12b-1 recipients. If any 12b-1 recipient's expenses are in excess of what the Trust pays, such excess will not be paid by the Trust. Conversely, if the 12b-1 recipient's expenses are less than what the Trust pays, the 12b-1 recipient is not obligated to refund the excess, and this excess could represent a profit for the 12b-1 recipient.

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The table below states the amounts accrued (net of waivers) under each current Fund's distribution plan for the year ended December 31, 2015.

DISTRIBUTION PLAN EXPENSES ACCRUED BY THE FUNDS

  
 
Payments to Platforms/
Financial Intermediaries
 
Marketing/
Servicing
 
WATS Telephone Service
 
Printing and
Mailing
 
Total
Money Market Fund
$1,978
$1,753
$241
$47
$4,019
Total Return Bond Fund
$369,663
$99,284
$455
$80
$469,482
Balanced Fund
$474,958
$111,284
$544
$91
$586,877
Muirfield Fund
$553,593
$163,609
$893
$150
$718,245
Miller/Howard Infrastructure Fund – Retail Class
$64,140
$34,076
$106
$15
$98,337
Dynamic Growth Fund
$270,031
$104,146
$422
$67
$374,666
Global Opportunities Fund
$196,743
$50,084
$316
$49
$247,192
Aggressive Growth Fund
$167,206
$66,215
$264
$42
$233,727
Quantex Fund
$93,408
$47,459
$191
$31
$141,089
Spectrum Fund
$135,046
$28,923
$129
$17
$164,115
Dividend Opportunities Fund
$47,238
$7,552
$68
$15
$54,873

Distribution expenses of the Trust attributable to a particular Fund are borne by that Fund. Distribution expenses that are not readily identifiable as attributable to a particular Fund are allocated among each of the nine Funds of the Trust based on the relative size of their average net assets.

 In addition, any Agent or Consultant that contemplates entering into an agreement with the Trust for payment in connection with the distribution of Fund shares, under any Fund's distribution plan, shall be responsible for complying with any applicable securities or other laws which may be applicable to the rendering of any such services.

The Board of Trustees of the Funds has also adopted, on behalf of Funds, an amended and restated shareholder services plan (“Shareholder Services Plan”) , formerly known as the Administrative Services Plan . Under the Plan, the various share classes of the Funds except the Prime Money Market Fund bear a service fee at the rates set forth below on an annualized basis. Shareholder Services Fees are paid in exchange for support services provided to shareholders including, but not limited to, responding to customer inquiries, processing payments, providing statements, and maintaining shareholder accounts and records. Shareholder Service fees may be paid by the Funds’ agent or Distributor to financial intermediaries that have entered into shareholder services or similar agreements with the Funds or its agents. Payments under the Shareholder Services Plan are an operating expense of the Funds. Shareholder Services Fees vary according to the agreement and services provided and are committed to the discretion of the Funds’ agent or Distributor up to the following amounts of the Funds’ daily net assets attributable to each class of shares on an annualized basis:

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Share Class
Shareholder
Services Fee
Retail Class
0.20%
      Adviser Class
0.25%
Institutional Class
0.10%
 
Service fees were accrued by the Funds for the year ended December 31, 2015 as follows.

Fund
Accrued 2015
Accrued 2014
Money Market Fund
$0
$0
Total Return Bond Fund
$375,586
$227,877
Balanced Fund
$469,501
$263,892
Muirfield Fund
$718,245
$404,454
Miller/Howard Infrastructure Fund – Retail Class
$63,766
$56,009
Dynamic Growth Fund
$299,733
$224,590
Global Opportunities Fund
$235,421
$199,495
Aggressive Growth Fund
$186,982
$145,470
Quantex Fund
$96,153
$62,641
Spectrum Fund
$131,292
 
Dividend Opportunities Fund
$46,889
 

Additional Cash Compensation

For the year ended December 31, 2015, the following broker-dealers offering shares of the Funds, and/or their respective affiliates, received additional cash compensation or similar distribution related payments from the Adviser for providing marketing and program support, administrative services, and/or other shareholder services as described above:

Securities America, Inc.
Royal Alliance Associates, Inc.

Any additions, modifications, or deletions to this list that may have occurred since December 31, 2015 are not reflected.  In addition to member firms of the Financial Industry Regulatory Authority, the Adviser also reserves the ability to make payments, as described above, to other financial intermediaries that sell or provide services to the Funds and shareholders, such as banks, insurance companies, and plan administrators.  These firms are not included in this list.

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The Adviser or its affiliates also may pay non-cash compensation to financial intermediaries and their representatives in the form of (a) occasional gifts; (b) occasional meals, tickets or other entertainment; and/or (c) sponsorship support of regional or national conferences or seminars.  Such non-cash compensation will be made subject to applicable law.

DISTRIBUTIONS & TAXES

The Miller/Howard Infrastructure Fund, Total Return Bond Fund, Money Market Fund and Dividend Opportunities Fund dividends, if any, are distributed at the end of the month and declared payable to shareholders on the last business day of the month to shareholders of record as of the previous business day.  The Muirfield Fund, Spectrum Fund, Quantex Fund, Aggressive Growth Fund, Dynamic Growth Fund, Balanced Fund and Global Opportunities Fund pay dividends from their net investment income on a quarterly basis.   In December, the Funds may distribute an additional ordinary income dividend (consisting of net short-term capital gains and undistributed income) in order to preserve its status as a registered investment company (mutual fund) under the Internal Revenue Code.  Net long-term capital gains, if any, also are declared and distributed in December.

Distributions.   Dividends and capital gains distributions are taxable to the shareholder whether received in cash or reinvested in additional shares. Shareholders not otherwise subject to tax on their income will not be required to pay tax on amounts distributed to them. Each Shareholder will receive a statement annually informing him of the amount of the income and capital gains which have been distributed during the calendar year.

If you request to have distributions mailed to you and the U.S. Postal Service cannot deliver your checks, or if your checks remain uncashed for six months, the Adviser, may reinvest your distributions at the then-current NAV.  All subsequent distributions will then be reinvested until you provide the Adviser with alternative instructions.

Dividends.   A portion of a Fund's dividends derived from certain U.S. government obligations may be exempt from state and local taxation. Gains (losses) attributable to foreign currency fluctuations are generally taxable as ordinary income and therefore will increase (decrease) dividend distributions. The Fund will send each shareholder a notice in January describing the tax status of dividends and capital gain distributions for the prior year.

Capital Gain Distributions. Long-term capital gains earned by a Fund on the sale of securities by the Fund and distributed to shareholders of the Fund are federally taxable as long-term capital gains regardless of the length of time shareholders have held their shares.

Short-term capital gains distributed by a Fund are taxable to shareholders as dividends not as capital gains. Distributions from short-term capital gains do not qualify for the dividends-received deduction.

Foreign Taxes. Foreign governments may withhold taxes on dividends and interest paid with respect to foreign securities. Because the Fund does not currently anticipate that securities of foreign issuers will constitute more than 25% of the Fund's total assets at the end of its fiscal year, shareholders should not expect to claim a foreign tax credit or deduction on their federal income tax returns with respect to foreign taxes withheld.

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Tax Status of the Funds. The Trust files federal income tax returns for each of the Funds. Each Fund is treated as a separate entity for federal income tax purposes. The Trust also intends to comply with Subchapter M of the Internal Revenue Code, which imposes such restrictions as (1) appropriate diversification of its portfolio of investments, and (2) realization of 90% of its annual gross income from dividends, interest, and gains from the sale of securities. A Fund might deviate from this policy, and incur a tax liability, if this were necessary to fully protect shareholder values. The Trust qualified as a "regulated investment company" for each of the last 28 fiscal years.

If a Fund purchases shares in certain foreign investment entities, defined as passive foreign investment companies (PFICs) in the Internal Revenue Code, it may be subject to U.S. federal income tax on a portion of any excess distribution or gain from the disposition of such shares. Interest charges may also be imposed on the Fund with respect to deferred taxes arising from such distributions or gains.

The Fund is treated as a separate entity from the other funds of the Trust for tax purposes.

Other Tax Information. The information above is only a summary of some of the tax consequences generally affecting the Funds and their shareholders, and no attempt has been made to discuss individual tax consequences. In addition to federal income taxes, shareholders may be subject to state and local taxes on Fund distributions. Investors should consult their tax advisers to determine whether the Fund is suitable to their particular tax situation.

OTHER SERVICES

Custodian – The Huntington National Bank, 7 Easton Oval, Columbus, OH  43219, is custodian of all of the Trust's assets.

Independent Registered Public Accounting Firm - Cohen Fund Audit Services, Ltd., 1350 Euclid Avenue, Suite 800, Cleveland, OH 44115, has been retained as the Independent Registered Public Accounting Firm for the Trust. The auditors audit financial statements for the Fund Complex and provide other assurance, tax, and related services.

Stock Transfer Agent - MFSCo, 6125 Memorial Drive, Dublin, Ohio 43017, a wholly owned subsidiary of Meeder Investment Management, Inc. and a sister company of Meeder Asset Management, Inc., provides to each Fund stock transfer, dividend disbursing, and shareholder services.  Subject to a $4,000 annual minimum fee, each Fund, except the Total Return Bond and Money Market Funds, incurs the greater of $15 per shareholder account or 0.12% of the Fund’s average net assets, payable monthly, for stock transfer and dividend disbursing services.  The fee for the Money Market Fund is the greater of a $4,000 annual minimum fee, $20 per shareholder account or 0.06%, net of waivers, of the Fund's average net assets.  The Total Return Bond Fund incurs the greater of a $4,000 annual minimum fee, $15 per shareholder account or 0.06%, net of waivers, of the Fund’s average net assets.

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MFSCo serves as Fund Accountant of the Fund.  The minimum annual fee for accounting services for all of the Funds except the Money Market Fund is $7,500. The minimum annual fee for the Money Market Fund is $30,000. Subject to the applicable minimum fee, each Fund's annual fee, payable monthly, is computed at the rate of 0.15% of the first $10 million, 0.10% of the next $20 million, 0.02% of the next $50 million and 0.01% in excess of $80 million of each Fund's average net assets.

MFSCo also serves as Administrator to the Trust. Services provided to the Trust include coordinating and monitoring any third party services to the Trust; providing the necessary personnel to perform administrative functions for the Trust, assisting in the preparation, filing and distribution of proxy materials, periodic reports to Trustees and shareholders, registration statements and other necessary documents.  Each Fund incurred an annual fee, payable monthly, of 0.10% up to $50 million and 0.08% over $50 million of each Fund’s average net assets.

These fees are reviewable annually by the Board. For the year ended December 31, 2015, total fees accrued (net of waivers) by the Funds for payments made to MFSCo are as follows:

Fund
Fees Accrued
Money Market Fund
$409,062
Total Return Bond Fund
$366,247
Balanced Fund
$539,976
Muirfield Fund
$801,157
Miller/Howard Infrastructure Fund
$152,148
Dynamic Growth Fund
$361,720
Global Opportunities Fund
$294,192
Aggressive Growth Fund
$243,276
Quantex Fund
$194,198
Spectrum Fund
$182,277
Dividend Opportunities Fund
$80,782

Reports to Shareholders - The Trust provides shareholders with quarterly reports of investments and other information, semi-annual financial statements, and annual reports.

ANTI-MONEY LAUNDERING PROGRAM

The Trust has established an Anti-Money Laundering Compliance Program (the "Program") as required by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 ("USA PATRIOT Act"). In order to ensure compliance with this law, the Trust's Program provides for the development of internal practices, procedures and controls, designation of anti-money laundering compliance officers, an ongoing training program and an independent audit function to determine the effectiveness of the Program.

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Procedures to implement the Program include, but are not limited to, determining that the Fund's transfer agent has established proper anti-money laundering procedures, reporting suspicious and/or fraudulent activity, checking shareholder names against designated government lists, including Office of Foreign Asset Control ("OFAC"), and a complete and thorough review of all new opening account applications. The Trust will not transact business with any person or entity whose identity cannot be adequately verified under the provisions of the USA PATRIOT Act.

PROXY VOTING PROCEDURES

The Board of the Trust has approved proxy voting procedures for the Trust. These procedures set forth guidelines and procedures for the voting of proxies relating to securities held by the Funds. Records of the Funds' proxy voting records are maintained and are available for inspection. The Board is responsible for overseeing the implementation of the procedures. A copy will be sent to you free of charge, at your request by writing to the Trust at 6125 Memorial Drive, Dublin, OH 43017, or calling toll free at 1-800-325-3539. A copy of the Trust's Proxy Voting Procedures is also attached to this SAI as Appendix I.

Information about how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 th is also available on the SEC's EDGAR database at the SEC's website (www.sec.gov). A copy will also be sent to you free of charge, at your request by writing to the Trust at 6125 Memorial Drive, Dublin, OH 43017, or calling toll free at 1-800-325-3539.

PRINCIPAL HOLDERS OF OUTSTANDING SHARES

As of March 31, 2016, the following persons owned 5% or more of a class of a Fund's outstanding shares of beneficial interest:

Name of Fund
 
Name & Address of Beneficial Owner
 
Number of Shares of Record
 
Percent of Class
Money Market Fund Institutional Class
 
*Carey & Company
7 Easton Oval EA4E70
Columbus, OH 43219
 
191,547,457.4200
 
99.24
Money Market Fund Retail Class
 
Carey & Company
7 Easton Oval EA4E70
Columbus, OH 43219
 
3,456,444.6900
 
6.23

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Total Return Bond Fund
*National Financial Serv Corp
For Exclusive Bene Customers
P.O. Box 3908
Church Street Station
New York, NY 10008
8,408,928.2180
36.50
 
*Nationwide Trust Company, FSB
c/o IPO Portfolio Accounting
P. O. Box 182029
Columbus, OH 43218-2029
5,867,012.1870
25.47
 
Ameritrade Inc. for the Exclusive
Benefit of our Clients
P. O. Box 2226
Omaha, NE 68103-2226
1,370,677.5250
5.95
Balanced Fund
*National Financial Serv Corp
For Exclusive Bene Customers
P.O. Box 3908
Church Street Station
New York, NY 10008
9,743,303.4830
35.40
 
Nationwide Trust Company, FSB
c/o IPO Portfolio Accounting
P. O. Box 182029
Columbus, OH 43218-2029
6,474,233.3530
23.52
 
Ameritrade Inc. for the Exclusive
Benefit of our Clients
P. O. Box 2226
Omaha, NE 68103-2226
1,752,851.5280
6.37
Muirfield Fund
*National Financial Serv Corp
For Exclusive Bene Customers
P.O. Box 3908
Church Street Station
New York, NY 10008
16,217,368.4340
26.62
 
Nationwide Trust Company, FSB
c/o IPO Portfolio Accounting
P. O. Box 182029
Columbus, OH 43218-2029
7,181,058.5990
11.79
 
Carey & Company
7 Easton Oval EA4E70
Columbus, OH 43219
4,430,091.1770
7.72
 
Ameritrade Inc. for the Exclusive
Benefit of our Clients
P. O. Box 2226
Omaha, NE 68103-2226
5,125,292.0730
8.41
 
85

Miller/Howard Infrastructure Fund
National Financial Serv Corp
For Exclusive Bene Customers
P.O. Box 3908
Church Street Station
New York, NY 10008
205,686.5500
20.30
 
Carey & Company
7 Easton Oval EA4E70
Columbus, OH 43219
101,659.5650
10.03
 
Charles Schwab Co., Inc.
Special Custody Acct. for the
Exclusive Benefit of Customers
Attn: Mutual Funds 8th Floor
101 Montgomery Street
San Francisco, CA 94104
98,150.4020
9.69
 
Nationwide Trust Company, FSB
c/o IPO Portfolio Accounting
P. O. Box 182029
Columbus, OH 43218-2029
75,139.3930
7.42
 
Ameritrade Inc. for the Exclusive
Benefit of our Clients
P. O. Box 2226
Omaha, NE 68103-2226
53,629.7990
5.29
Dynamic Growth Fund
*Nationwide Trust Company, FSB
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
3,259,937.0130
27.86
 
National Financial Serv Corp
For Exclusive Bene Customers
P.O. Box 3908
Church Street Station
New York, NY 10008
1,485,975.9450
12.70
 
Carey & Company
7 Easton Oval EA4E70
Columbus, OH 43219
1,110,077.2870
9.49
 
Ameritrade Inc. for the Exclusive
Benefit of our Clients
P. O. Box 2226
Omaha, NE 68103-2226
667,545.5650
5.70
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Global Opportunities Fund
*Nationwide Trust Company, FSB
c/o IPO Portfolio Accounting
P. O. Box 182029
Columbus, OH 43218-2029
7,002,062.6550
69.31
 
Carey & Company
7 Easton Oval EA4E70
Columbus, OH 43219
682,652.5290
6.76
Aggressive Growth Fund
*Nationwide Trust Company, FSB
c/o IPO Portfolio Accounting
P. O. Box 182029
Columbus, OH 43218-2029
2,639,698.9600
35.39
 
National Financial Serv Corp
For Exclusive Bene Customers
P.O. Box 3908
Church Street Station
New York, NY 10008
579,384.4860
7.77
 
Carey & Company
7 Easton Oval EA4E70
Columbus, OH 43219
523,697.7080
7.02
Quantex Fund
Nationwide Trust Company, FSB
c/o IPO Portfolio Accounting
P. O. Box 182029
Columbus, OH 43218-2029
347,049.0570
16.23
 
Carey & Company
7 Easton Oval EA4E70
Columbus, OH 43219
284,539.9990
13.31
 
Trust Company of America
FBO #579
PO Box 6503
Englewood, CO 801556503
219,261.1240
10.25
 
National Financial Serv Corp
For Exclusive Bene Customers
P.O. Box 3908
Church Street Station
New York, NY 10008
216,541.7800
10.13
87

Spectrum Fund
*National Financial Serv Corp
For Exclusive Bene Customers
P.O. Box 3908
Church Street Station
New York, NY 10008
3,688,430.7080
28.76
 
Nationwide Trust Company, FSB
c/o IPO Portfolio Accounting
P. O. Box 182029
Columbus, OH 43218-2029
2,442,468.3850
19.04
 
Ameritrade Inc. for the Exclusive
Benefit of our Clients
P. O. Box 2226
Omaha, NE 68103-2226
999,535.6780
7.79
Dividend Opportunities Fund
*Nationwide Trust Company, FSB
c/o IPO Portfolio Accounting
P. O. Box 182029
Columbus, OH 43218-2029
1,315,391.8820
30.57
 
National Financial Serv Corp
For Exclusive Bene Customers
P.O. Box 3908
Church Street Station
New York, NY 10008
992,961.1820
23.08
 
Ameritrade Inc. for the Exclusive
Benefit of our Clients
P. O. Box 2226
Omaha, NE 68103-2226
275,836.3450
6.41
 
88

 
*
Indicates control person. Control means beneficial ownership of more than 25% of the shares of the Fund. Because of this control, a control person could prevent a change in the investment adviser of the Fund that is favored by other shareholders.  A control person could also cause a change in the investment adviser of the Fund that is opposed by other shareholders.

To the knowledge of the Trust, the shareholders listed above own shares for investment purposes and have no known intention of exercising any control of the Fund.

FINANCIAL STATEMENTS

The financial statements and the report of the Independent Registered Public Accounting Firm, required to be included in this SAI are included in the Trust's Annual Report to Shareholders for the fiscal year ended December 31, 2015 and are incorporated herein by reference. The Funds will provide the Annual Report without charge at written request or request by telephone.
89

Appendix I

Proxy Voting Policies,
Procedures and Guidelines

Proxy Voting Policy

Generally

It is the policy of the Meeder Funds (the "Trust") that, absent compelling reasons why a proxy should not be voted, all proxies relating to securities owned by the Trust should be voted.

Proxy voting shall be the responsibility of the Investment Policy Committee, which may delegate such aspects of this responsibility as it may consider appropriate to designated officers or employees of the Trust.

If it is appropriate to do so, the Investment Policy Committee may employ an outside service provider to vote a proxy or to advise in the voting of a proxy.

Proxies are voted in the best interest of the Trust's shareholders. The key element underlying any evaluation of a proxy is the effect, if any, a proposal could have on the current or future value of the Trust's shares of beneficial interest.

Conflicts of Interest

Proxy solicitations that might involve a conflict of interest between the Trust and the investment adviser to the Trust, or the investment adviser's affiliates, will be considered by the Investment Policy Committee which will determine, based on a review of the issues raised by the solicitation, the nature of the potential conflict and, most importantly, the Trust's commitment to vote proxies in the best interest of the Trust's shareholders, how the proxy will be handled.

Proxy Voting Guidelines

The Trust will evaluate each issue on its merits based on how it impacts public shareholders, including those in the Trust. We will consider management's views along with any others, but have no predisposition for or against management's requests.

Recordkeeping Procedures

The Trust will retain records relating to the voting of proxies, including:

A copy of policies, procedures or guidelines relating to the voting of proxies.

A copy of each proxy statement that the Trust receives regarding client securities. The Trust may rely on a third party to make and retain, on its behalf, a copy of a proxy statement, provided that the Trust has obtained an undertaking from the third party to provide a copy of the proxy statement promptly upon request or may rely on obtaining a copy of a proxy statement from the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system.

90

A record of each vote cast by the Trust. The Trust may rely on a third party to make and retain, on its behalf, a record of the vote cast, provided that the Trust has obtained an undertaking from the third party to provide a copy of the record promptly upon request.

A copy of any document created by the Trust that was material to making a decision regarding how to vote proxies or that memorializes the basis for that decision.

A copy of each written shareholder request for information on how the Trust voted proxies, and a copy of any written response by the Trust to any shareholder request for information.

These records will be retained for five years from the end of the fiscal year during which the last entry was made on such record, the first two years in an appropriate office of the Trust.
91

PART C
OTHER INFORMATION
 
Item 28. Exhibits

(a) Declaration of Trust (effective December 30, 1991) -- filed as an exhibit to Registrant's Post-Effective Amendment No. 18 on January 16, 1992, which exhibit is incorporated herein by reference.

(b) By-Laws of the Trust -- filed as an exhibit to Registrant's Post-Effective Amendment No. 18 on January 16, 1992, which exhibit is incorporated herein by reference.

(c) Articles V, VI and VII of the Registrant’s Declaration of Trust and Article II of the Registrant’s By-Laws.

(d) (1)
Investment Advisory Agreement between The Muirfield Fund® and Meeder Asset Management, Inc. effective April 11, 2003, filed as an exhibit to Registrant’s Post-Effective No. 58 on April 30, 2008, which is incorporated herein by reference.

                  
(2)
Investment Advisory Agreement between the The Quantex Fund™ (formerly The Highlands Growth Fund) and Meeder Asset Management, Inc. effective April 11, 2003, filed as an exhibit to Registrant’s Post-Effective No. 58 on April 30, 2008, which is incorporated herein by reference.

(3)
Investment Advisory Agreement between the The U.S. Government Bond Fund and Meeder Asset Management, Inc. effective April 11, 2003, filed as an exhibit to Registrant’s Post-Effective No. 58 on April 30, 2008, which is incorporated herein by reference.
 
(4)
Investment Advisory Agreement between The Money Market Portfolio and Meeder Asset Management, Inc., formerly R.Meeder & Associates, Inc., filed as an exhibit to Registrant’s Post-Effective Amendment No. 18 on January 16, 1992, which exhibit is incorporated herein by reference.

(5) Investment Advisory Agreement between the Growth Mutual Fund Portfolio and R. Meeder & Associates – filed as an exhibit to The Registrant's Post-Effective Amendment No. 42 on November 29, 1999, which exhibit is incorporated herein by reference.
 
(6)
Investment Advisory Agreement between The Aggressive Growth Mutual Fund Portfolio and R. Meeder & Associates– filed as an exhibit to the Registrant's Post-Effective Amendment No. 42 on November 29, 1999, which exhibit is incorporated herein by reference.
1

(7) Investment Advisory Agreement between The Defensive Balanced Fund (formerly The Defensive Growth Fund) and Meeder Asset Management, Inc. dated January 31, 2006 -- filed as an exhibit to Registrant’s Post Effective Amendment No. 53 on November 8, 2005, which exhibit is incorporated herein by reference.
 
(8)
Investment Advisory Agreement between The Strategic Growth Fund (formerly The Focused Growth Fund) and Meeder Asset Management, Inc. dated January 31, 2006  -- filed as an exhibit to Registrant’s Post Effective Amendment No. 53 on November 8, 2005, which exhibit is incorporated herein by reference.

(9)
Investment Advisory Agreement between The Socially Responsible Utilities Fund (formerly The Total Return Utilities Fund) on April 11, 2003, filed as an exhibit to Registrant’s Post-Effective Amendment No. 58 on April 30, 2008, which is incorporated herein by reference.

(10)
Amended Investment Subadvisory Agreement between Meeder Asset Management, Inc., formerly R. Meeder & Associates, Inc., and Miller/Howard Investments, Inc., effective April 18, 1997, filed as an exhibit to Registrant’s Post-Effective Amendment No. 58 on April 30, 2008, which is incorporated herein by reference.

(11)
Investment Advisory Agreement between The Total Return Bond Fund and Meeder Asset Management, Inc. dated April 29, 2011, filed as an exhibit to Registrant’s Post-Effective Amendment No. 64 on February 14, 2011, which is incorporated herein by reference.

(12)
Investment Advisory Agreement between the Spectrum Fund and Meeder Asset Management, Inc. dated April 27, 2012, filed as an exhibit to Registrant’s Post-Effective Amendment No. 66 on February 14, 2012, which is incorporated herein by reference.

(e) Principal Underwriter Agreement between the Meeder Funds and Adviser Dealer Services, Inc. dated October 1, 2014, filed as an exhibit to Registrant’s Post-Effective Amendment No. 71 on April 16, 2015 which is incorporated herein by reference.

(f) Deferred Compensation Plan for Independent Trustees – filed as an exhibit to Registrant's Post-Effective Amendment No. 41 on April 30, 1999, which exhibit is incorporated by reference.

(g) Custodian Agreement between the Registrant and The Huntington National Bank – filed as an Exhibit to Registrant’s Post-Effective Amendment No. 48 on or about April 30, 2004, which exhibit is incorporated by reference herein.
2

(h) (1) Administrative Services Agreement between The Flex-funds and Mutual Funds Service Co.--filed as an Exhibit to Registrant's Post-Effective Amendment No. 31 on or about February 28, 1995, which exhibit is incorporated by reference herein.

(2) Administrative Services Agreement between The Flex-funds Dynamic Growth Fund and Mutual Funds Service Co. – filed as an exhibit to the Registrant's Post-Effective Amendment No. 42 on November 29, 1999, which exhibit is incorporated herein by reference.
 
(3)
Administrative Services Agreement between The Flex-funds Aggressive Growth Fund and Mutual Funds Service Co. – filed as an exhibit to the Registrant's Post-Effective Amendment No. 42 on November 29, 1999, which exhibit is incorporated herein by reference.

(4)
Administrative Services Agreement between The Flex-funds The Total Return Bond Fund and Mutual Funds Service Co.  – filed as an exhibit to the Registrant’s Post-Effective Amendment No. 64 on February 14, 2011, which exhibit is incorporated herein by reference.

(5)
Administrative Services Agreement between The Flex-funds Spectrum Fund and Mutual Funds Service Co., dated April 27, 2012, filed as an exhibit to Registrant’s Post-Effective Amendment No. 66 on February 14, 2012, which is incorporated herein by reference.

(6)
Amended and Restated Shareholder Services Plan between the Meeder Funds and Mutual Funds Service Co, adopted as of August 5, 2016, filed as an exhibit to Registrant’s Post-Effective Amendment No. 81 on August 15, 2016, which is incorporated herein by reference.

 (i) (1) Opinion and Consent of Counsel - filed as an exhibit to Registrant’s First Pre-effective Amendment to the Registration Statement on Form N-1A filed with the Commission on July 20, 1982, which exhibit is incorporated herein by reference.

(2)
Opinion of Counsel filed as an exhibit to Registrants’ Post-Effective Amendment __ to the Registration Statement on Form N-1A filed with the commission on ________, which exhibit is incorporated herein by reference.

(j) Not applicable.

(k) Not applicable.

(l) Agreements etc. for initial capital, etc. -- reference is made to Part II, Item 1(b)(13) of  Registrant's First Pre-effective Amendment to the Registration Statement on Form N-1A filed with the Commission on or about July 20, 1982, and is incorporated herein by reference.
3

(m) (1)
12b-1 Plans for The Quantex Fund™ (formerly The Highland Growth Fund), The U.S. Government Bond Fund and The Money Market Fund -- reference is made to the exhibits referred to in Part C, Item 24(b)(15) of Registrant's Third Post-Effective Amendment to the Registration Statement on Form N-1A filed with the Commission on or about March 1, 1985, and is incorporated herein by reference.

(2)
The 12b-1 Plan for The Muirfield Fund was filed as an exhibit to Registrant's 10th Post-Effective Amendment to Form N-1A filed with the Commission on August 5, 1988, and is incorporated herein by reference.

(3) Distribution Plan for the Sale of Shares of The Flex-funds Dynamic Growth Fund – filed as an exhibit to the Registrant's Post-Effective Amendment No. 42 on November 29, 1999, which exhibit is incorporated herein by reference.
 
(4) Distribution Plan for the Sale of Shares of The Flex-funds Aggressive Growth Fund– filed as an exhibit to the Registrant's Post-Effective Amendment No. 42 on November 29, 1999, which exhibit is incorporated herein by reference.

(5)
Distribution Plan for the Sale of Shares of The Flex-funds Defensive Balanced Fund (formerly The Defensive Growth Fund) -- filed as an exhibit to Registrant’s Post Effective Amendment No. 53 on November 8, 2005, which exhibit is incorporated herein by reference.

 
(6)
Distribution Plan for the Sale of Shares of The Flex-funds Strategic Growth Fund (formerly The Focused Growth Fund) -- filed as an exhibit to Registrant’s Post Effective Amendment No. 53 on November 8, 2005, which exhibit is incorporated herein by reference.
 
(7)
The 12b-1 Service Plan for The Socially Responsible Utilities Fund (formerly The Total Return Utilities Fund) was filed as an exhibit to the Registrant's 29th Post-Effective Amendment to Form N-1A filed with the Commission on January 12, 1995 and is incorporated herein by reference.

(8)
Distribution Plan for the Sale of Share of The Flex-funds The Total Return Bond Fund was filed as an exhibit to the Registrant’s 64 th Post-Effective Amendment to Form N-1A filed with the Commission on February 14, 2011 and is incorporated herein by reference.

(9)
Distribution Plan for the Sale of Share of The Flex-funds Spectrum Fund, which was filed as an exhibit to the Registrant’s 66 th Post-Effective Amendment to Form N-1A with the Commission on February 14, 2012 and is incorporated herein by reference.
4

(10)
Meeder Funds Amended and Restated Shareholder Distribution Plan dated August 5, 2016 which is filed as an exhibit to the Registrant’s 81 st Post-Effective Amendment to Form N-1A with the Commission on August 15, 2016 and is incorporated herein by reference.

(n)      (1)      Multiple Class Plan for The Money Market Fund – filed as an exhibit to the Registrant’s Post-Effective Amendment No. 48 filed on October 13, 2004, which exhibit is incorporated herein by reference.

(2)
Amended and Restated Meeder Funds Multiple Class Plan Pursuant to Rule 13f-3 dated August 5, 2016 – filed as an exhibit to the Registrant’s Post-Effective Amendment No. 81 filed on August 15, 2016, which exhibit is incorporated herein by reference.

(o) Not applicable.

(p) (1)
Code of Ethics of each Portfolio and the Registrant – filed as an exhibit to the Registrant's Post-Effective Amendment No. 43 on February 25, 2000, which exhibit is incorporated herein by reference.

(2)
Code of Ethics of Meeder Financial, Inc., formerly known as Muirfield Investors, Inc., and Meeder Asset Management, Inc., formerly known as R. Meeder & Associates, Inc. – filed as an exhibit to the Registrant's Post-Effective Amendment No. 43 on February 25, 2000, which exhibit is incorporated herein by reference.

(q)
Powers of Attorney of Trustees of Registrant filed as an exhibit to Registrant’s Post- Effective No. 59 on June 16, 2008, which is incorporated herein by reference.

Item 29.              Persons Controlled by or under Common Control with Registrant .

None.

Item 30.               Indemnification

Reference is made to Section 5.3 of the Declaration of Trust filed as an original exhibit to Registrant's Post-Effective Amendment No. 18 on January 16, 1992.  As provided therein, the Trust is required to indemnify its officers and trustees against claims and liability arising in connection with the affairs of the Trust, except liability arising from breach of trust, bad faith, willful misfeasance, gross negligence or reckless disregard of duties.  The Trust is obligated to undertake the defense of any action brought against any officer, trustee or shareholder, and to pay the expenses thereof if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Trust, and with respect to any criminal action had no reasonable cause to believe his conduct was unlawful.  Other conditions are applicable to the right of indemnification as set forth in the Declaration of Trust.  In applying these provisions, the Trust will comply with the provisions of the Investment Company Act.
5

Item 31.              Business and Other Connections of Investment Adviser .

 Not applicable.

Item 32.              Principal Underwriters .

 Not applicable.

Item 33.              Location of Accounts and Records .

Registrant's Declaration of Trust, By-laws, and Minutes of Trustees' and Shareholders' Meetings, and contracts and like documents are in the physical possession of Mutual Funds Service Co., or Meeder Asset Management, Inc., at 6125 Memorial Drive, Dublin, Ohio 43017.  Certain custodial records are in the custody of The Huntington National Bank, the Trust's custodian, at 7 Easton Oval, Columbus, OH  43219.  All other records are kept in the custody of Meeder Asset Management, Inc. and Mutual Funds Service Co., 6125 Memorial Drive, Dublin, OH 43017.

Item 34.              Management Services .
 
                                     None
6

SIGNATURES

Pursuant to the requirements of the Securities Act and the Investment Company Act, the Registrant certifies that it meets all of the requirements for effectiveness of this registration statement under Rule 485(a) under the Securities Act and has duly caused this Post-Effective Amendment No. 81 to its Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Dublin, and the State of Ohio on the 15th day of August, 2016.

 
MEEDER FUNDS®
   
 
By:
/s/ Dale W. Smith
 
 
Dale W. Smith, Vice President
 
Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 81 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

SIGNATURE
 
TITLE
 
DATE
         
Robert S. Meeder, Jr.*
 
President and Trustee
 
August 15, 2016
Robert S. Meeder, Jr.
       
         
/s/ Bruce E. McKibben  
  Treasurer, Principal Financial Officer and      August 15, 2016
Bruce E. McKibben  
 
Principal Accounting Officer
 
 
         
Stuart M. Allen*
 
Trustee
 
August 15, 2016
Stuart M. Allen
       
         
Anthony V. D’Angelo*
 
Trustee
 
August 15, 2016
Anthony V. D’Angelo
       

*By:
/s/ Dale W. Smith
 
August 15, 2016
 
Dale W. Smith
 
 
Executed by Dale W. Smith on behalf
 
 
of those indicated pursuant to Powers of Attorney
 
7
 
Exhibit 28(h)

MEEDER FUNDS AMENDED AND RESTATED
SHAREHOLDER SERVICES PLAN

(As Adopted August 5, 2016)

This Amended and Restated Shareholder Services Plan (the “Plan”) is adopted by Meeder Funds (the “Trust”) on behalf of those series listed on Schedule A attached hereto and as may be amended from time to time (collectively the “Funds” and individually a “Fund”). A majority of the Trustees, including a majority of the Trustees who are not “interested persons” of the Trust (“Independent Trustees”), as defined in the Investment Company Act of 1940, as amended, including the rules and regulations promulgated thereunder (the “1940 Act”), having determined that the Plan is in the best interests of each class of each Fund individually and of the Trust as a whole, have approved the Plan and any amendments thereto.
 
WHEREAS , Meeder Funds, a Massachusetts Business Trust (the "Trust"), engages in business as an open-end management investment company and is registered as such under the 1940 Act; and
 
WHEREAS , the Trust is authorized to issue an unlimited number of shares of beneficial interest without par value (the “Shares”), which may be divided into one or more series of Shares (“Funds”), which may have multiple Classes (“Classes”); and
 
WHEREAS , the Board of Trustees wishes to amend and restate the existing Administrative Services Plan for Meeder Funds; and
 
NOW THEREFORE , the Trust hereby adopts this Amended and Restated Shareholder Services Plan on the following terms and conditions:
 
1. IMPLEMENTATION. Any officer of the Trust, or an authorized Transfer Agent, Distributor or designee on its behalf, may execute and deliver, in the name of the Trust and on behalf of the Funds, a written Shareholder Services Agreement or other agreement containing such terms with certain financial institutions, broker-dealers, and other financial intermediaries (“Authorized Service Providers”) that are record owners of Fund Shares or that have a servicing relationship with the beneficial owners of Shares of the Funds. A form of such Shareholder Services Agreement is attached as Exhibit B.
 
2. SHAREHOLDER SERVICES. Pursuant to the Shareholder Services Agreement, the Authorized Service Provider shall provide to those customers who own Fund Shares administrative support services, not primarily intended to result in the sale of Shares of the Funds, which activities include, but are not limited to the following:
 
(a) Responding to customer inquiries of a general nature regarding the Funds;
 
(b) Processing dividend and distribution payments from the Funds on behalf of customers;

(c) Providing periodic statements to customers regarding their positions in Shares of the Funds or share equivalents;
 
(d) Arranging for bank wire transfer of funds to or from a customer’s account;
 
(e) Responding to customer inquiries and requests regarding Prospectuses, Statements of Additional Information, shareholder reports, notices, proxies and proxy statements, and other Fund documents;
 
(f) Forwarding Prospectuses, Statements of Additional Information, tax notices and annual and semi-annual reports to beneficial owners of Fund Shares;
 
(g) Providing sub-accounting with respect to the Shares beneficially owned by customers or otherwise assisting the Funds in establishing and maintaining shareholder accounts and records;
 
(h) Aggregating and processing purchase, exchange and redemption requests from customers and placing net purchase, exchange and redemption orders for customers;
 
(i) Assisting customers in changing account options, account designations and account addresses;
 
(j) Rendering shareholder support services not otherwise provided by the Funds’ Transfer Agent; and
 
(k) Providing such other similar services as the Trust may reasonably request to the extent the Authorized Service Provider is permitted to do so under applicable statutes, rules, or regulations.
 
3. COMPENSATION. In consideration for such administrative support services, the Authorized Service Providers may be paid a fee, computed daily and paid periodically in the manner set forth in the respective Shareholder Services Agreements, at an annual rate not exceeding the amount set forth on Exhibit A of the average daily net assets of the Fund Shares attributable to Institutional Class, Retail Class and Adviser Class Shares, respectively, owned of record or beneficially by the customers of the Authorized Service Provider. All expenses incurred by the Trust or the Funds with respect to the Plan shall be borne by the holders of the respective Fund's Shares.
 
4. TERM AND TERMINATION.
 
(a) Unless terminated as herein provided, the Plan shall continue in effect for a one-year period from the effective date of the Plan, and shall continue in effect for successive periods of one year thereafter, but only so long as each such continuance is specifically approved by votes of a majority of both; (i) the Board of Trustees of the Trust, and (ii) the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval.
2

(b) The Plan may be terminated at any time by the vote of a majority of the Independent Trustees or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Trust. If the Plan is terminated, the Trust will not be required to make any payments for expenses incurred after the date of termination.
 
5. AMENDMENT. The Plan may be amended at any time by the Board of Trustees with respect to any Fund, provided that all material amendments to the Plan shall be approved by the Trust's Trustees in the manner provided for in Section 4.
 
6. SELECTION AND NOMINATION OF TRUSTEES AND INDEPENDENT LEGAL COUNSEL. While the Plan is in effect, the selection and nomination of Independent Trustees of the Trust shall be committed to the discretion of the Independent Trustees and any person who acts as legal counsel for the Independent Trustees shall be an independent legal counsel.
 
7. REPORTING. While the Plan is in effect, the Board of Trustees shall be provided with a quarterly written report of the amounts expended pursuant to the Plan and the purposes for which the expenditures were made. The Board of Trustees may also request that the Trust’s Adviser or any Service Provider under the Plan provide information sufficient to inform the board of the overall distribution and servicing arrangements of the Fund that may be necessary to evaluate the activities for which such payments are made.
 
8. RECORDKEEPING. The Trust shall preserve copies of the Plan and any related agreement and all reports made pursuant to Section 7 hereof, for a period of not less than six years from the date of the Plan, the agreements or such reports, as the case may be, the first two years in an easily accessible place.
 
9. SEVERABLE. The provisions of the Plan are severable for each Fund and each Class. Whenever the Plan provides for action to be taken with respect hereto such action must be taken separately for each Fund or Class affected thereby.
3

Schedule A
to the
Shareholder Services Plan
 

Fund Name
Share Class
Maximum Fee (annual rate expressed as a percentage of the average daily net assets of each Class of Shares)
Global Opportunities Fund
Institutional
Retail
Adviser
0.10%
0.20%
0.25%
Aggressive Growth Fund
Institutional
Retail
Adviser
0.10%
0.20%
0.25%
Dividend Opportunities Fund
Institutional
Retail
Adviser
0.10%
0.20%
0.25%
Dynamic Growth Fund
Institutional
Retail
Adviser
0.10%
0.20%
0.25%
Quantex Fund
Institutional
Retail
Adviser
0.10%
0.20%
0.25%
Balanced Fund
Institutional
Retail
Adviser
0.10%
0.20%
0.25%
Muirfield Fund
Institutional
Retail
Adviser
0.10%
0.20%
0.25%
Spectrum Fund
Institutional
Retail
Adviser
0.10%
0.20%
0.25%
Total Return Bond Fund
Institutional
Retail
Adviser
0.10%
0.20%
0.25%
Miller/Howard Infrastructure Fund
Institutional
Retail
Adviser
0.10%
0.20%
0.25%

4

Schedule B
to the
Shareholder Services Plan
 
SHAREHOLDER SERVICES AGREEMENT
 
This Shareholder Services Agreement (the "Agreement") is made as of ___________, 201[_], by and between the Meeder Funds (the “Trust”), a Massachusetts business trust registered as an open-end investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), on behalf of those series listed on Schedule B attached hereto (each a "Fund" and collectively, the "Funds"), and [_____________________] (the “Authorized Service Provider”) solely for the purpose of providing administrative services, as provided below:
 
1. Services .  The Authorized Service Provider shall provide those shareholder services and/or account maintenance services listed on Schedule A attached hereto, to those individuals or entities with whom the Authorized Service Provider has a servicing and/or other relationship and who may from time to time directly or beneficially own Shares of the Fund.  Schedule A may be amended from time to time by mutual agreement of the parties.
 
2. Compensation .
 
(a)              The fee to be paid with respect to each Fund will be computed and paid monthly at an annual rate not to exceed 0.__% of the average daily net asset value of the Shares of the Fund for which services are rendered, provided that such Shares are beneficially owned of record at the close of business on the last business day of the payment period by shareholders with whom the Authorized Service Provider has a servicing relationship as indicated by the records maintained by the Trust or its transfer agent (the “Subject Shares”).
 
(b)              The Trust shall pay the Authorized Service Provider the total of the fees calculated for a Fund for any period with   respect to which such calculations are made within [45 days] after the close of such period.
 
3. Records and Reporting .  The Authorized Service Provider shall furnish the Trust with such information as shall reasonably be requested by the Trustees with respect to the fees paid to the Authorized Service Provider pursuant to this Agreement.
 
4. Limitations .
 
(a)              The parties acknowledge and agree that the services described in Section 1 above and listed in Schedule A attached hereto are not primarily intended to result in the sale of shares of the Funds and are not the services of an underwriter within the meaning of the Securities Act of 1933, as amended, or the 1940 Act.
 
(b)              Neither the Authorized Service Provider nor any of its employees or agents are authorized to make any representation concerning Shares of the Fund except those contained in the then current Prospectus or Statement of Additional Information for the Fund, and the Authorized Service Provider shall have no authority to act as agent for the Fund outside the parameters of this Agreement.
 
5. Termination .  This Agreement may be terminated by either party at any time without payment of any penalty upon sixty (60) days’ written notice.
 
6. Amendments .  This Agreement and any Schedule hereto may not be revised except by mutual written agreement between the parties.  This Agreement may be revised only after 60 days’ written notice or upon such shorter notice as the parties may mutually agree.
5

7. Notices .
 
All communications to the Fund should be sent to:
 
The Meeder Funds
________________________
________________________
Attn:____________________

Any notice to the Authorized Service Provider shall be sent to:
 
[Authorized Service Provider]
________________________
________________________
________________________
Attn:____________________

All communications and any notices required hereunder shall be deemed to be duly given if mailed or faxed to the respective party at the address for such party specified above.
 
8. Confidentiality .  The parties to this Agreement mutually acknowledge that the Trust maintains and is subject to a Privacy Policy that restricts the disclosure of certain types of non-public information regarding the customers of the Fund and the parties agree to be bound by the restrictions imposed by such Privacy Policy.
 
9. Indemnification .
 
(a)              The Trust agrees to indemnify and hold the Authorized Service Provider harmless against any losses, claims, damages, liabilities or expenses (including attorney’s fees) to which the Authorized Service Provider may become subject insofar as such losses, claims, damages, liabilities or expenses or actions in respect thereof arise out of or are based upon any material breach by the Trust of any provision of this Agreement or the Trust’s negligence or willful misconduct in carrying out its duties and responsibilities under this Agreement.
 
(b)              The Authorized Service Provider agrees to indemnify and hold the Trust harmless against any losses, claims, damages, liabilities or expenses (including attorney’s fees) to which the Trust may become subject insofar as such losses, claims, damages, liabilities or expenses or actions in respect thereof arise out of or are based upon any material breach by the Authorized Service Provider of any provision of this Agreement or the Authorized Service Provider’s negligence or willful misconduct in carrying out its duties and responsibilities under this Agreement.
 
10. Governing Law .  This Agreement shall be construed in accordance with the laws of the State of Ohio
 
11. Limitation of Liability .  This Agreement is executed by the Meeder Funds on behalf of its Trustees, acting in their capacity as trustees, but not individually or personally, under a Declaration of Trust filed at the office of the Secretary of State for the Commonwealth of Massachusetts and to any and all amendments thereto. The obligations of Meeder Funds are made by the Trust, not by its Trustees, shareholders or representatives in any personal capacity, and bind only the assets of the Trust. All persons dealing with any series of Shares of the Trust must look solely to the assets of the Trust belonging to such series for the enforcement of any claims against the Trust.
 
12. Counterparts .  This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any party hereto may execute this Agreement by signing any such counterpart.
6

13. Severability.   In case any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
 
14. Entire Agreement .  This Agreement, including the Attachments hereto, constitutes the entire agreement between the parties with respect to the matters dealt with herein, and supersedes all previous agreements, written or oral, with respect to such matters.
 
IN WITNESS WHEREOF, the undersigned parties have executed this Agreement as of the ____ day of _______________, 201[_].
 
THE MEEDER FUNDS,  on behalf of those series listed on Schedule B    
  [AUTHORIZED SERVICE PROVIDER]
 
 
   
 
By:
 
  By:
 
         
Name:
 
 
Name:
 
         
Title:     Title:  
7

SCHEDULE A
TO
SHAREHOLDER SERVICES AGREEMENT

The types of shareholder services which may be compensated pursuant to the Agreement include, but are not necessarily limited to, the following:

(a) Responding to customer inquiries of a general nature regarding the Funds;
 
(b) Processing dividend and distribution payments from the Funds on behalf of customers;
 
(c) Providing periodic statements to customers regarding their positions in Shares of the Funds or share equivalents;
 
(d) Arranging for bank wire transfer of funds to or from a customer’s account;
 
(e) Responding to customer inquiries and requests regarding Prospectuses, Statements of Additional Information, shareholder reports, notices, proxies and proxy statements, and other Fund documents;
 
(f) Forwarding Prospectuses, Statements of Additional Information, tax notices and annual and semi-annual reports to beneficial owners of Fund Shares;
 
(g) Providing sub-accounting with respect to the Shares beneficially owned by customers or otherwise assisting the Funds in establishing and maintaining shareholder accounts and records;
 
(h) Aggregating and processing purchase, exchange and redemption requests from customers and placing net purchase, exchange and redemption orders for customers;
 
(i) Assisting customers in changing account options, account designations and account addresses;
 
(j) Rendering shareholder support services not otherwise provided by the Funds’ Transfer Agent; and
 
(k) Providing such other similar services as the Trust may reasonably request to the extent the Authorized Service Provider is permitted to do so under applicable statutes, rules, or regulations.
8

SCHEDULE B
TO
SHAREHOLDER SERVICES AGREEMENT
 
Name of Fund
 
Global Opportunities Fund
Aggressive Growth Fund
Dividend Opportunities Fund
Dynamic Growth Fund
Quantex Fund
Balanced Fund
Muirfield Fund
Spectrum Fund
Total Return Bond Fund
Miller/Howard Infrastructure Fund
9
 
Exhibit 28(m)(10)

MEEDER FUNDS AMENDED AND RESTATED
SHAREHOLDER DISTRIBUTION PLAN

(As Adopted August 5, 2016)

This Amended and Restated Shareholder Distribution Plan (the “Plan”) is adopted in accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended and including the rules and regulations promulgated thereunder (the “1940 Act”) by Meeder Funds (the “Trust”) on behalf of those series listed on Schedule A attached hereto and as may be amended from time to time (collectively the “Funds” and individually a “Fund”). A majority of the Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, as defined in the 1940 Act (“Independent Trustees”), having determined that the Plan is in the best interests of each class of each Fund individually and of the Trust as a whole, have approved the Plan and any amendments thereto.
 
WHEREAS , Meeder Funds, a Massachusetts Business Trust, engages in business as an open-end management investment company and is registered as such under the 1940 Act; and
 
WHEREAS , the Trust is authorized to issue an unlimited number of shares of beneficial interest without par value (the “Shares”), which may be divided into one or more series of Shares (“Funds”), which may have multiple Classes (“Classes”); and
 
WHEREAS , the Board of Trustees wishes to amend the various separate existing Distribution Plans for the Sale of Shares of the Meeder Funds and restate them in a single document;
 
NOW THEREFORE , the Trust hereby adopts the Amended and Restated Shareholder Distribution Plan, in accordance with Rule 12b-1 under the 1940 Act, on the following terms and conditions:
 
1. IMPLEMENTATION. Any officer of the Trust, or an authorized Transfer Agent, Distributor or designee on its behalf, may execute and deliver, in the name of the Trust and on behalf of the Funds, a written Shareholder Distribution Agreement or other agreement containing such terms with certain financial institutions, broker-dealers, and other financial intermediaries (“Authorized Service Providers”) that are record owners of Fund Shares or that have a servicing relationship with the beneficial owners of Shares of the Funds or with the Trust.
 
2. DISTRIBUTION ACTIVITIES. Subject to the supervision of the Trustees of the Trust, the Shareholder Distribution Agreement may, directly or indirectly, authorize payments for the following activities related to the distribution of Shares of the Funds and Classes of Funds set forth in Exhibit A, which activities may include, but are not limited to, the following:
 
(a) Payments, including incentive compensation, to securities dealers or other financial intermediaries, financial institutions, investment advisers and others that are engaged in the sale of Fund Shares, or that may be advising shareholders of the Trust regarding the purchase, sale or retention of Fund Shares, or that hold Fund Shares for shareholders in omnibus accounts or as shareholders of record or provide shareholder support or administrative services to a Fund and its shareholders;

(b) Expenses of maintaining personnel (including personnel of organizations with which the Trust has entered into agreements related to the Plan) who engage in or support distribution of Fund Shares;
 
(c) Costs of preparing, printing and distributing Prospectuses and Statements of Additional Information and reports of the Fund for recipients other than existing shareholders of the Fund;
 
(d) Costs of formulating and implementing marketing and promotional activities, including, but not limited to, sales seminars, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising;
 
(e) Costs of preparing, printing and distributing sales literature;
 
(f) Costs of obtaining such information, analyses and reports with respect to marketing and promotional activities as the Trust may, from time to time, deem advisable;
 
(g) The fees of public relations consultants; and
 
(h) Costs of implementing and operating the Plan.
 
3. SHAREHOLDER SERVICES. Subject to the supervision of the Trustees of the Trust, the Shareholder Distribution Agreement may also, directly or indirectly, authorize payment for shareholder support services including, but not limited to:
 
(a) Responding to customer inquiries of a general nature regarding the Funds;
 
(b) Processing dividend and distribution payments from the Funds on behalf of customers;
 
(c) Providing periodic statements to customers regarding their positions in Shares of the Funds or share equivalents;
 
(d) Arranging for bank wire transfer of funds to or from a customer’s account;
 
(e) Responding to customer inquiries and requests regarding Statements of Additional Information, shareholder reports, notices, proxies and proxy statements, and other Fund documents;
 
(f) Forwarding Prospectuses, Statements of Additional Information, tax notices and annual and semi-annual reports to beneficial owners of Fund Shares;
2

(g) Providing sub-accounting with respect to the Shares beneficially owned by customers or otherwise assisting the Funds in establishing and maintaining shareholder accounts and records;
 
(h) Aggregating and processing purchase, exchange and redemption requests from customers and placing net purchase, exchange and redemption orders for customers;
 
(i) Assisting customers in changing account options, account designations and account addresses;
 
(j) Rendering shareholder support services not otherwise provided by the Funds’ transfer agent; and
 
(k) Providing such other similar services as the Trust may reasonably request to the extent the Authorized Service Provider is permitted to do so under applicable statutes, rules, or regulations.
 
4. COMPENSATION.
 
(a) For the distribution and shareholder services activities set forth above, the Trust    may pay the Authorized Service Provider an annual fee on behalf of Retail Class Shares of those Funds listed in Exhibit A, including expenses in connection therewith. The annual fee paid to the Authorized Service Provider under the Plan will be computed daily and paid periodically in the manner set forth in the respective Shareholder Distribution Agreements, at an annual rate not exceeding the amount set forth on Exhibit A of the average daily net assets of the Fund Shares owned of record or beneficially by the customers of the Authorized Service Provider.
 
(b) The Trust may also pay compensation under the Plan to the Distributor or its affiliates for compensation paid by the Distributor or its affiliates to Authorized Service Providers for distribution and shareholder services provided under a Shareholder Distribution Agreement under the Plan.
 
(c) The Trust may also pay compensation under the Plan to the Distributor or its affiliates for costs actually incurred by the Distributor or its affiliates in providing distribution and shareholder services under the Plan.
 
(d) Except as otherwise provided above, payments under the Plan are not tied exclusively to expenses incurred. To the extent that amounts paid hereunder are not used to specifically compensate broker-dealers, financial intermediaries and other parties for sales, promotional and shareholder servicing activities, such amounts shall be retained by the Authorized Service Provider as compensation for distribution-related services.
3

(e) The amount expended by the Fund for the foregoing services shall not exceed in total the amount set forth on Exhibit A of the average daily net assets of the Fund Shares and Classes annually pursuant to the Plan.
 
5. TERM AND TERMINATION.
 
(a) Unless terminated as herein provided, the Plan shall continue in effect for a one-year period from the effective date of the Plan, and shall continue in effect for successive periods of one year thereafter, but only so long as each such continuance is specifically approved by votes of a majority of both: (i) the Board of Trustees of the Trust, and (ii) the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval.
 
(b) The Plan may be terminated at any time by the vote of a majority of the Independent Trustees or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Trust. If the Plan is terminated, the Trust will not be required to make any payments for expenses incurred after the date of termination.
 
6. AMENDMENTS. All material amendments to the Plan must be approved in the manner provided for in Section 5(a) hereof.  In addition, the Plan may not be amended to increase materially the amount of expenditures provided for in Section 4 hereof unless such amendment is approved by a vote of the majority of the outstanding voting securities of the Fund.
 
7. SELECTION AND NOMINATION OF TRUSTEES AND INDEPENDENT LEGAL COUNSEL.  While the Plan is in effect, the selection and nomination of Independent Trustees of the Trust shall be committed to the discretion of the Independent Trustees and any person who acts as legal counsel for the Independent Trustees shall be an independent legal counsel.
 
8. REPORTING.  Any party authorized to direct the disposition of monies paid or payable by a Fund pursuant to the Plan or any agreement entered into pursuant to the Plan shall provide to the Trustees and the Trustees shall review, at least quarterly, a written report of the amounts expended pursuant to the Plan and any related agreement and the purposes for which such expenditures were made.
 
9. RECORDKEEPING. The Trust shall preserve copies of the Plan and any related agreement and all reports made pursuant to Section 8 hereof, for a period of not less than six years from the date of the Plan, the agreements or such reports, as the case may be, the first two years in an easily accessible place.
 
10. SEVERABLE.  The provisions of the Plan are severable for each Fund and each Class. Whenever the Plan provides for action to be taken with respect hereto such action must be taken separately for each Fund or Class affected thereby.
4

Exhibit A
to
Plan of Distribution Pursuant to
Rule 12b-1 of Meeder Funds

Fund Name
Share Class
Maximum Distribution Fee
(annual rate expressed as a percentage of the average daily net assets of each Class of Shares)
Global Opportunities Fund
Retail Class
0.25%
Aggressive Growth Fund
Retail Class
0.25%
Dividend Opportunities Fund
Retail Class
0.25%
Dynamic Growth Fund
Retail Class
0.25%
Quantex Fund
Retail Class
0.20%
Balanced Fund
Retail Class
0.25%
Muirfield Fund
Retail Class
0.20%
Spectrum Fund
Retail Class
0.25%
Total Return Bond Fund
Retail Class
0.25%
Miller/Howard Infrastructure Fund
Retail Class
0.25%
Money Market Fund
Retail Class
Institutional Class
0.20%
0.03%
 
 
Exhibit 28(n)(2)
 
AMENDED AND RESTATED
MEEDER FUNDS
MULTIPLE CLASS PLAN PURSUANT TO RULE 18F-3
 
(As Adopted August 5, 2016)
 
This Amended and Restated Multiple Class Plan (the “Plan”) is adopted in accordance with Rule 18f-3 (the “Rule”) under the Investment Company Act of 1940, as amended (the “1940 Act”) by Meeder Funds (the “Trust”) on behalf of those series listed on Schedule A attached hereto (collectively the “Funds” and individually a “Fund”).  A majority of the Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, as defined in the 1940 Act (“Independent Trustees”), having determined that the Plan is in the best interests of each class of each Fund individually and of the Trust as a whole, have approved the Plan and any amendments thereto.
 
1. GENERAL DESCRIPTION OF CLASSES.  Each Fund may offer three classes of shares:  Institutional Class, Adviser Class and Retail Class.  Each class of shares of a Fund shall represent interests in the same portfolio of investments of that Fund and shall have identical voting, dividend, liquidation, and other rights, preferences, powers, restrictions, limitations, qualifications and terms and conditions, except that:
 
a. Each class shall have a different designation.
 
b. Each class shall bear any Class Expenses, as designated in Section 5,   below.
 
c. Each class shall pay the distribution, account maintenance, and shareholder servicing fees and expenses as provided for in the Trust’s Rule 12b-1 Plan and Shareholder Servicing Plan.
 
d. Each class will have exclusive voting rights with respect to matters that exclusively affect such class and separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of any other class.
 
e. Each class shall have such differences relating to purchase minimums, eligible investors and exchange privileges as may be set forth in the prospectus(es) and statement(s) of additional information of the Funds, as the same may be amended or supplemented from time to time.
 
2. SALES CHARGE STRUCTURE.
 
a. Institutional Class shares are offered and sold at net asset value, without an initial sales charge.
 
b. Adviser Class shares are offered and sold at net asset value, without an initial sales charge.
 
c. Retail Class shares are offered and sold at net asset value, without an initial sales charge.

3. DISTRIBUTION AND SERVICE FEES.  The Trust has adopted a Rule 12b-1 Plan pursuant to Rule 12b-1 under the 1940 Act, containing the following terms:
 
a. Institutional Class shares are not subject to a distribution fee
 
b. Adviser Class shares are not subject to a distribution fee.
 
c. Retail Class shares are subject to a distribution fee of up to 0.25% of the average daily net assets of the Retail Class Shares   of a Fund
 
4. SHAREHOLDER SERVICES FEES.  The Trust has adopted a Shareholder Services Plan pursuant to which the Trust may compensate third parties for providing to Fund shareholders shareholder support services that are not primarily intended to result in the sale of shares of the Funds.  The Shareholder Services Plan contains the following terms:
 
a. Institutional Class shares are subject to a shareholder services fee of up to 0.10% of the average daily net assets of the Institutional Class shares of a Fund.
 
b. Adviser Class shares are subject to a shareholder services fee of up to 0.25% of the average daily net assets of the Adviser Class shares of a Fund.
 
c. Retail Class shares are subject to a shareholder services fee of up to 0.20% of the average daily net assets of the Retail Class Shares of a Fund.
 
5. EXPENSE ALLOCATIONS TO EACH CLASS.
 
a. In addition to the service and distribution fees described above, certain expenses may be attributable to a particular class of shares of a Fund (“Class Expenses”). Class Expenses are charged directly to net assets of the class to which the expense is attributed and are borne on a pro rata basis by the outstanding shares of that class.  Class Expenses may include;
 
(i) expenses incurred in connection with a meeting of shareholders;
 
(ii) extraordinary non-recurring expenses, including litigation and other legal expenses relating to a specific class;
 
(iii) printing and postage expenses of shareholders reports, prospectuses and proxies relating   to current shareholders of a specific class;
 
(iv) expenses of administrative personnel and services required to support the shareholders of a specific class;
 
(v) transfer agent fees and shareholder servicing expenses; and/or
 
(vi) such other expenses incurred by or attributable to a specific class.
 
b. All other expenses of a Fund are allocated to each class on the basis of the net asset value of that class in relation to the net asset value of the Fund. Notwithstanding the foregoing, the adviser, underwriter, or any other service provider to the Fund or the Trust may waive or reimburse the expenses of a specific class or classes to the extent permitted under the Rule.

c. Expenses may be waived or reimbursed by the adviser, underwriter, or any other service provider to the Fund or the Trust without the prior approval of the Board of Trustees.
 
d. Investment advisory fees, custodial fees and other expenses related to the management of a Fund’s assets shall not be allocated on a class-specific basis.
 
6. INCOME ALLOCATIONS TO EACH CLASS.  Gross income, realized and unrealized capital gains and losses shall be allocated to each class of a Fund on the basis of the net asset value of that class in relation to the net asset value of the Fund.
 
7. CLASS DESIGNATION.  Subject to the approval by the Trustees of the Trust, a Fund may alter the nomenclature for the designations of one or more of its classes of shares.
 
8. ADDITIONAL INFORMATION.  The Plan is qualified by and subject to the terms of the then current Prospectus for the applicable class of shares; provided, however, that none of the terms set forth in any such Prospectus shall be inconsistent with the terms of the Plan. The Prospectus for each Fund contains additional information about the Trust’s multiple class structure.
 
9. PERIODIC REVIEW.  The Board of Trustees shall review reports of expense allocations and such other information as they request at such times, or pursuant to such schedule, as they may determine consistent with applicable legal requirements.
 
10. EFFECTIVE DATE.  The Plan was initially effective on August 5, 2016, provided that the Plan shall not become effective with respect to a Fund or a class of shares of a Fund unless first approved by a majority of the Trustees, including a majority of the Independent Trustees. The Plan may be terminated or amended at any time with respect to a Fund or a class of shares thereof by a majority of the Trustees, including a majority of the Independent Trustees.
 
11. AMENDMENT AND TERMINATION.  The Plan may not be amended materially unless the Board of Trustees, including a majority of the Independent Trustees, has found that the proposed amendments, including any proposed change to the expense allocation, is in the best interest of each class and Fund and the Trust as a whole.  Such finding shall be based on information requested by the Board and furnished to them which the Board deems reasonably necessary to evaluate the proposed amendment.  The Plan may be terminated at any time with respect to the Trust or any Fund or class thereof by a majority of the Trustees, including a majority of the Independent Trustees.

SCHEDULE A
 
TO THE
 
MULTIPLE CLASS PLAN PURSUANT TO RULE 18f-3
 
Name of Fund
Institutional Class
Adviser Class
Retail Class
Global Opportunities Fund
X
X
X
Aggressive Growth Fund
X
X
X
Dividend Opportunities Fund
X
X
X
Dynamic Growth Fund
X
X
X
Quantex Fund
X
X
X
Balanced Fund
X
X
X
Muirfield Fund
X
X
X
Spectrum Fund
X
X
X
Total Return Bond Fund
X
X
X
Infrastructure Fund
X
X
X
Prime Money Market Fund
X
-
X