AMENDED AND RESTATED
CODE OF ETHICS
MUIRFIELD INVESTORS, INC.
Muirfield Investors, Inc., a Delaware corporation ("MII"), hereby adopts
this Code of Ethics (the "Code") as of November 1, 1995, as amended and restated
on February 11, 2000, to specify and prohibit certain types of personal
securities transactions deemed to create a conflict of interest and to establish
reporting requirements and preventive procedures pursuant to the provisions of
Rule 17j-1(b)(1) under the Investment Company Act of 1940 (the "1940 Act") and
Rule 204-2 of the Investment Advisers Act of 1940. The Board of Trustees of The
Flex-funds, The Flex-Partners and the Portfolios in which the series of The
Flex-funds and The Flex-Partners are invested (the "Portfolios") approved this
Amended and Restated Code of Ethics on February 11, 2000.
I. DEFINITIONS
A. An "Access Person" means any director or officer of MII or any of its
subsidiaries and any Advisory Person.
B. An "Advisory Person" means any employee of MII who, in connection with
his regular functions or duties, makes, participates in or obtains
information regarding the purchase or sale of securities by an account
or an Investment Company or whose functions relate to any
recommendations with respect to such purchases or sales and any
natural person in a control relationship with MII who obtains
information regarding the purchase or sale of securities.
C. "Beneficial Ownership" shall be interpreted subject to the provisions
of Rule 16a-1(a) (exclusive of Section (a)(1) of such Rule) of the
Securities Exchange Act of 1934.
D. "Control" shall have the same meaning as set forth in Section 2(a)(9)
of the 1940 Act.
E. The "Review Officer" is the person designated by MII's Board of
Directors to monitor the overall compliance with this Code. In the
absence of any such designation the Review Officer shall be the
Treasurer or any Assistant Treasurer of MII.
F. The "Preclearance Officer" is the person designated by MII's Board of
Directors to provide preclearance of any personal security transaction
as required by this Code of Ethics.
G. "Purchase or sale of a security" includes, among other things, the
writing of an option to purchase or sell a security.
H. "Security" shall have the meaning as set forth in Section 2(a)(36) of
the 1940 Act (in effect, all securities), except that it shall not
include direct obligations of the U.S. Government (or any other
"government security" as that term is defined in the 1940 Act);
bankers' acceptances, bank certificates of deposit, commercial paper
and high
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quality short-term debt instruments, including repurchase agreements;
shares of registered open-end investment companies; and stock index
futures.
I. A security is "being considered for purchase or sale" when a
recommendation to purchase or sell the security has been made and
communicated and, with respect to the person making the
recommendation, when such person seriously considers making such a
recommendation.
J. "Investment Company" (collectively, the "Investment Companies") means
a company registered as such under the 1940 Act and for which R.
Meeder & Associates, Inc. is the investment adviser.
II. STATEMENT OF GENERAL PRINCIPLES
The following general fiduciary principles shall govern the personal
investment activities of all Access Persons.
Each Access Person shall adhere to the highest ethical standards and
shall:
A. at all times, place the interests of the accounts and the Investment
Companies before his personal interests;
B. conduct all personal securities transactions in a manner consistent
with this Code, so as to avoid any actual or potential conflicts of
interest, or an abuse of position of trust and responsibility; and
C. not take any inappropriate advantage of his position with or on behalf
of the accounts or the Investment Companies.
III. RESTRICTIONS ON PERSONAL INVESTING ACTIVITIES
A. BLACKOUT PERIODS
1. No Access Person shall purchase or sell, directly or indirectly,
any security in which he has, or by reason of such transaction
acquires, any direct or indirect beneficial ownership on a day
during which he knows or should have known an account or an
Investment Company has a pending "buy" or "sell" order in that
same security until that order is executed or withdrawn.
2. No Advisory Person shall purchase or sell, directly or
indirectly, any security in which he has, or by reason of such
transaction acquires, any direct or indirect beneficial ownership
within at least seven calendar days before and after an
Investment Company trades (or has traded) in that security.
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B. INITIAL PUBLIC OFFERINGS
With regard to acquiring any security in an "initial public
offering" (as defined in Rule 17j-1(a)(6) under the 1940 Act) for the
personal account of an Advisory Person, he or she shall
1. obtain express prior written approval from the Review Officer
(who, in making such determination, shall consider, among other
factors, whether the investment opportunity should be reserved
for an account or an Investment Company, and whether such
opportunity is being offered to such Advisory Person by virtue of
his relationship to an account or his position with an Investment
Company) for any acquisition of securities in an initial public
offering; and
2. after authorization to acquire securities in an initial public
offering has been obtained, disclose such personal investment,
with respect to any subsequent consideration by an account or an
Investment Company for investment in that issuer.
C. LIMITED OFFERINGS
With regard to a "limited offering" (as defined in Rule 17j-1(a)(8)
under the 1940 Act), each Advisory Person shall:
1. obtain express prior written approval from the Review Officer
(who, in making such determination, shall consider among other
factors, whether the investment opportunity should be reserved
for an account or an Investment Company, and whether such
opportunity is being offered to such Advisory Person by virtue of
his relationship to an account or his position with an Investment
Company) for any acquisition of securities in a limited offering;
and
2. after authorization to acquire securities in a limited offering
has been obtained, disclose such personal investment with respect
to any subsequent consideration by an account or an Investment
Company for investment in that issuer.
If an account or an Investment Company decides to purchase
securities of an issuer the shares of which have been previously
obtained for personal investment by an Advisory Person, that
decision shall be subject to an independent review by Advisory
Persons with no personal interest in the issuer.
D. SHORT-TERM TRADING PROFITS
With regard to the purchase and sale, or sale and purchase,
within 60 calendar days, of the same (or equivalent) securities of
which an Advisory Person has beneficial ownership, each Advisory
Person shall:
1. obtain express prior written approval from the Review Officer
(who, in making such determination, shall consider, among other
factors, whether such opportunity is being offered to such
Advisory Person by virtue of his relationship to an
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account or his position with an Investment Company) for the
closing transaction (whether a purchase or sale) which would
result in the short-term profit; and
2. after authorization to purchase or sell such securities has been
obtained, disclose such personal investment with respect to any
subsequent consideration by an account or an Investment Company
for investment in that issuer.
E. GIFTS
No Advisory Person shall receive any gift or other things of more than
DE MINIMIS value from any person or entity that does business with or
on behalf of an account or an Investment Company.
F. SERVICE AS A DIRECTOR
1. No Advisory Person shall serve on a board of directors of a
publicly traded company without prior authorization from the
Board of Directors of MII and the boards of trustees of the
Investment Companies, based upon a determination that such board
service would be consistent with the interests of the accounts,
the Investment Companies and their investors.
2. If board service of an Advisory Person is authorized by the Board
of Directors of MII and the boards of trustees of the Investment
Companies, such Advisory Person shall be isolated from the
investment making decisions of the accounts and the Investment
Companies with respect to the company of which he is a director.
G. EXEMPTED TRANSACTIONS
The prohibition of Section III shall not apply to:
1. purchases or sales effected in any account over which the Access
Person has no direct or indirect influence or control;
2. purchases or sales that are non-volitional on the part of the
Access Person, an account or an Investment Company, including
mergers, recapitalizations or similar transactions;
3. purchases which are part of an automatic dividend reinvestment
plan;
4. purchases effected upon the exercise of rights issued by an
issuer PRO RATA to all holders of a class of its securities, to
the extent such rights were acquired from such issuer, and sales
of such rights so acquired; and
5. purchases and sales that receive prior approval in writing by the
Preclearance Officer as (a) only remotely potentially harmful to
an account or an Investment Company because they would be very
unlikely to affect a highly institutional market, (b) clearly not
economically related to the securities to be purchased or sold or
held by an account or an Investment Company or (c) not
representing any
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danger of the abuses prescribed by Rule 17j-1 of the Act or Rule
204-2 of the Investment Adviser's Act of 1940, but only if in
each case the prospective purchaser has identified to the Review
Officer all factors of which he or she is aware which are
potentially relevant to a conflict of interest analysis,
including the existence of any substantial economic relationship
between his or her transaction and securities held or to be held
by an account or an Investment Company.
IV. COMPLIANCE PROCEDURES
A. PRE-CLEARANCE
An Access Person may not, directly or indirectly, acquire or dispose
of beneficial ownership of a security except as provided below unless:
1. such purchase or sale has been approved by the Preclearance
Officer;
2. the approved transaction is completed on the same day approval is
received; and
3. the Preclearance Officer has not rescinded such approval prior to
execution of the transaction.
B. REPORTING
1. Coverage:
a. Each Access Person shall file with the Review Officer
confidential quarterly reports containing the information
required in Sections IV.B.1.b. and IV.B.2 of this Code with
respect to ALL transactions during the preceding quarter in any
securities in which such person has, or by reason of such
transaction acquires, any direct or indirect beneficial
ownership, PROVIDED that no Access Person shall be required to
report transactions effected for any account over which such
Access Person has no direct or indirect influence or control
(except that such an Access Person must file a written
certification stating that he or she has no direct or indirect
influence or control over the account in question).
b. If during such preceding quarter an Access Person establishes
any account in which any securities were held during such quarter
for the direct or indirect benefit of the Access Person, the
Access Person must also include the following information in such
quarterly report: (i) the name of the broker, dealer or bank with
whom the Access Person established the account and (ii) the date
the account was established.
2. Filings: Every report shall be made no later than 10 days after
the end of the calendar quarter in which the transaction to which
the report relates was effected, and, in addition to any
information specified in Section IV.B.1.b. above, shall contain
the following information:
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a. the date of the transaction, the title and the number of
shares and the principal amount of each security involved;
b. the nature of the transaction (i.e., purchase, sale or any
other type of acquisition or disposition);
c. the price at which the transaction was effected;
d. the name of the broker, dealer or bank with or through whom
the transaction was effected; and
e. the date that the report is submitted.
3. Any report may contain a statement that it shall not be construed
as an admission by the person making the report that he or she
has any direct or indirect beneficial ownership in the security
to which the report relates.
C. REVIEW
In reviewing transactions, the Review Officer shall take into account
the exemptions allowed under Section III.G. Before making a
determination that a violation has been committed by an Access Person,
the Review Officer shall give such person an opportunity to supply
additional information regarding the transaction in question.
D. DISCLOSURES OF PERSONAL HOLDINGS
1. Initial Holdings Report: Each Access Person shall report to the
Review Officer within 10 days after becoming an Access Person (i)
the title, number of shares and principal amount of each Security
in which such Access Person had any direct or indirect beneficial
ownership when such Access Person became an Access Person, (ii)
the name of any broker, dealer or bank with whom such Access
Person maintained an account in which securities were held for
the direct or indirect benefit of such Access Person as of the
date he or she became an Access Person, and (iii) the date the
report is submitted by such Access Person .
2. Annual Holdings Report: On or before January 30, 2001, and
annually thereafter, each Access Person shall report (i) the
title, number of shares and principal amount of each Security in
which such Access Person had any direct or indirect beneficial
ownership, (ii) the name of any broker, dealer, or bank with whom
such Access Person maintains an account in which any securities
are held for the direct or indirect benefit of such Access
Person, and (iii) the date that the report is submitted. All of
the information in such report must be current as of a date no
more than 30 days before the report is submitted.
E. CERTIFICATION OF COMPLIANCE
Each Access Person is required to certify annually that he or she has
read and understood this Code and recognizes that he or she is subject
to this Code. Further,
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each Access Person is required to certify annually that he or she has
complied with all the requirements of this Code and that he or she has
disclosed or reported all personal securities transactions pursuant to
the requirements of this Code.
V. REVIEW BY THE BOARDS
At least annually, the Review Officer shall report to the Board of
Directors of MII and the Boards of Trustees of the Investment Companies
regarding:
A. All existing procedures concerning Access Persons' personal trading
activities and any procedural changes made during the past year;
B. Any recommended changes to this Code or procedures.
At least annually, the Review Officer shall furnish each of such Boards a
written report that (i) describes any issues arising under this Code or
such procedures, including, but not limited to, information about any
material violations of this Code or such procedures and any sanctions
imposed in response to such violations and (ii) certifies that MII has
adopted procedures reasonably necessary to prevent Access Persons from
violating this Code.
VI. SANCTIONS
If the Review Officer determines that a violation of this Code has
occurred, he or she shall so advise the Board of Directors of MII and the
Board may impose such sanctions as it deems appropriate, including, inter
alia, disgorgement of profits, censure, suspension or termination of the
employment of the violator. All material violations of this Code and any
sanctions imposed with respect thereto shall be reported in writing at
least annually to the Board of Directors of MII and, if applicable, the
board of trustees of the Investment Company with respect to whose
securities the violation occurred.
VII. MISCELLANEOUS
A. ACCESS PERSONS
The Review Officer will identify all Access Persons who are under a
duty to make reports to MII and will inform such persons of such duty.
Any failure by the Review Officer to notify any person of his or her
duties under this Code shall not relieve such person of his or her
obligations hereunder.
B. RECORDS
MII shall maintain records in the manner and to the extent set forth
below, which records may be maintained on microfilm under the
conditions described in Rule 31a-2(f) under the 1940 Act, and shall be
available for examination by representatives of the Securities and
Exchange Commission ("SEC"):
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1. a copy of this Code and any other code which is, or at any time
within the past five years has been, in effect shall be preserved
in an easily accessible place;
2. a record of any violation of this Code and of any action taken as
a result of such violation shall be preserved in an easily
accessible place for a period of not less than five years
following the end of the fiscal year in which the violation
occurs;
3. a copy of each report made pursuant to this Code shall be
preserved for a period of not less than five years from the end
of the fiscal year in which it is made, the first two years in an
easily accessible place;
4. a list of all persons who are required, or within the past five
years have been required, to make reports pursuant to this Code
shall be maintained in an easily accessible place; and
5. a record of any decision, and the reasons supporting the
decision, to approve the acquisition by Advisory Persons of
securities under Sections III.B. and C., for at least five years
after the end of the fiscal year in which it is made, the first
two years in an easily accessible place.
C. CONFIDENTIALITY
All reports of securities transactions and any other information filed
pursuant to this Code shall be treated as confidential, except to the
extent required by law.
D. INTERPRETATION OF PROVISIONS
The Board of Directors of MII may from time to time adopt such
interpretations of this Code as it deems appropriate.
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