As filed with the Securities and Exchange Commission on June 28, 2000.
File No. 811-6649
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 10
TO
FORM N-1A
REGISTRATION STATEMENT
UNDER THE INVESTMENT COMPANY ACT OF 1940
MONEY MARKET PORTFOLIO
(Exact Name of Registrant as Specified in Charter)
P.O. Box 7177, 6000 Memorial Drive
Dublin, Ohio 43017
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: 614-766-7000
Donald F. Meeder, P.O. Box 7177, 6000 Memorial Drive, Dublin, Ohio 43017
(Name and Address of Agent for Service)
Copy to:
James B. Craver
P. O. Box 811
Dover, MA 02030-0811
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EXPLANATORY NOTE
This Amendment No. 10 (the "Amendment") to the Registrant's Registration
Statement on Form N-1A is being filed pursuant to Section 8(b) of the Investment
Company Act of 1940, as amended, in order to include new disclosure in Part A
which reflects that the Registrant reserves the right to pay shareholders
redemption proceeds by a distribution in kind of portfolio securities, rather
than cash. The Amendment does not otherwise affect Part A, Part B, Part C, or
the accompanying exhibits of the Registrant's Registration Statement filed on
May 1, 2000, which are incorporated herein by reference.
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PART A
Responses to Items 1, 2, 3, 5, and 9 have been omitted pursuant to
paragraph 2 of Instruction B of the General Instructions to Form N-1A.
ITEM 4. INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES AND
RELATED RISKS.
Money Market Portfolio (the "Portfolio") is a diversified, open-end
management investment company which was organized as a trust under the laws of
the State of New York on November 1, 1991.
Beneficial interests in the Portfolio are offered solely in private
placement transactions which do not involve any "public offering" within the
meaning of Section 4(2) of the Securities Act of 1933, as amended (the "1933
Act"). Investments in the Portfolio may only be made by investment companies,
insurance company separate accounts, common or commingled trust funds or similar
organizations or entities which are "accredited investors" as defined in
Regulation D under the 1933 Act. This Registration Statement does not constitute
an offer to sell, or the solicitation of an offer to buy, any "security" within
the meaning of the 1933 Act.
The Portfolio's investment adviser is Meeder Asset Management, Inc. (the
"Adviser"), formerly known as R. Meeder & Associates, Inc. The Portfolio seeks
to provide current income while maintaining a stable share price of $1.00. To
pursue this goal, 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, or
obligations issued by corporations and financial institutions.
The Portfolio, like all money funds, follows SEC guidelines on the quality,
maturity and diversification of its investments. These guidelines are designed
to help reduce a money fund's risks so that it is more likely to keep its share
price at $1.00.
o The Portfolio only buys securities that the adviser determines present
minimal credit risks and that are rated in one of the top two
short-term rating categories or that are comparable unrated securities
in the adviser's opinion.
o The Portfolio only buys securities with remaining maturities of 397
calendar days or less and maintains a dollar-weighted average
portfolio maturity of 90 days or less.
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o Generally, the Portfolio may not invest more than 5% of its total
assets in the securities of a single issuer, other than in U.S.
government securities.
o Generally, the adviser 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.
The Portfolio 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 and repurchase agreements.
The manager seeks to achieve its goal by investing in high-quality money
market instruments which mature in 397 days or less. Also, the Portfolio will
seek to minimize changes in the value of its assets due to market factors by
maintaining a dollar-weighted average portfolio maturity of 90 days or less.
The Portfolio may change its average portfolio maturity or level of quality
to protect its net asset value when it is perceived that changes in the
liquidity of major financial institutions may adversely affect the money
markets. Consequently, for temporary defensive purposes, the Portfolio may
shorten the average maturity of its investments and/or invest only in the
highest quality debt instruments, including, for example, U.S. government or
agency obligations.
MONEY MARKET INSURANCE.
The Portfolio is insured by ICIM Re (the "Insurer"), a wholly-owned
subsidiary of ICI Mutual Insurance Company, against specific types of losses on
certain money market instruments ("eligible securities") held by the Portfolio.
The specific types of losses are losses from non-payment of principal or
interest, or a bankruptcy or insolvency of the issuer or credit provider, if
any. The insurance does not cover losses resulting from changes in interest
rates or other market developments. The Insurer charges the Portfolio an annual
premium for the insurance. The Portfolio may recover no more than $100 million
annually and the Portfolio may only recover if the amount of the loss exceeds
0.10% of its eligible instruments. The Fund and another money market fund
sponsored by the manager have invested all of their investable assets in the
Portfolio. The benefit of any recovery would be shared by the Fund and such
other money market fund on the basis of their respective beneficial interests in
the Portfolio. The Portfolio and the Fund may incur losses regardless of the
insurance.
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MAIN RISK FACTORS.
The fund is subject to income risk, which is the possibility that the
fund's dividends or income will decline because of falling interest rates. The
fund is subject, to a limited extent, to credit risk, which is the possibility
that the issuer of a security owned by the fund will be unable to repay interest
and principal in a timely manner.
An investment in the fund is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other government agency. Although the fund
seeks to preserve the value of your investment at $1.00 per share, it is
possible to lose money by investing in the fund.
ITEM 6. MANAGEMENT, ORGANIZATION AND CAPITAL STRUCTURE.
The Portfolio's Board of Trustees provides broad supervision over the
affairs of the Portfolio. The address of the Adviser is P.O. Box 7177, 6000
Memorial Drive, Dublin, Ohio 43017. A majority of the Portfolio's Trustees are
not affiliated with the Adviser. Firstar, N.A., Cincinnati ("Firstar") is the
Portfolio's custodian and Mutual Funds Service Co. is the Portfolio's transfer
agent and dividend paying agent. The address of the custodian is 425 Walnut
Street, Cincinnati, Ohio 45202 and the address of MFSCo is 6000 Memorial Drive,
Dublin, Ohio 43017.
The Portfolio has not retained the services of a principal underwriter or
distributor, as interests in the Portfolio are offered solely in private
placement transactions.
The Adviser has been an adviser to individuals and retirement plans since
1974 and has served as investment adviser to registered investment companies
since 1982. The Adviser serves the Portfolio pursuant to an Investment Advisory
Agreement under the terms of which it has agreed to provide an investment
program within the limitations of the Portfolio's investment policies and
restrictions, and to furnish all executive, administrative, and clerical
services required for the transaction of Portfolio business, other than
accounting services and services which are provided by the Portfolio's
custodian, transfer agent, independent accountants and legal counsel.
The Adviser was incorporated in Ohio in 1974 and maintains its principal
offices at 6000 Memorial Drive, Dublin, Ohio 43017. The Adviser is a
wholly-owned subsidiary of Meeder Financial. Meeder Financial is controlled by
Robert S. Meeder, Sr. through the ownership of voting common stock. Meeder
Financial conducts business only through its subsidiaries which are the Adviser;
Mutual Funds Service Co; Adviser Dealer Services, Inc., a registered
broker-dealer; Opportunities Management Co., a venture capital investor; Meeder
Advisory Services, Inc., a registered investment adviser; and OMCO, Inc., a
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registered commodity trading adviser and commodity pool operator.
The Adviser's officers and directors, their principal offices, are as
follows: Robert S. Meeder, Sr., Chairman and Sole Director; Robert S. Meeder,
Jr., President and Treasurer; Philip A. Voelker, Senior Vice President and Chief
Investment Officer; Donald F. Meeder, Vice President and Secretary; Thomas E.
Line, Chief Operating Officer; Michael J. Sullivan, Vice President of Sales and
Marketing; and Wesley F. Hoag, Vice President and General Counsel.
Philip A. Voelker is the portfolio manager primarily responsible for the
day-to-day management of the Portfolio. Mr. Voelker is a Trustee and Vice
President of the Portfolio, Vice President and Trustee of The Flex-funds and
Meeder Advisor Funds and Senior Vice President and Chief Investment Officer of
the Adviser. Mr. Voelker has been associated with the Adviser since 1975 and has
managed the Portfolio since 1985.
The Adviser earns an annual fee, payable in monthly installments, at the
rate of 0.40% of the first $100 million and 0.25% in excess of $100 million of
the Portfolio's average net assets.
TRANSFER AGENT AND CUSTODIAN
The Portfolio has entered into an Administration and Accounting Services
Agreement with Mutual Funds Service Co., 6000 Memorial Drive, Dublin, Ohio
40317, a wholly-owned subsidiary of Meeder Financial, pursuant to which Mutual
Funds Service Co. provides accounting, transfer agency and dividend disbursing
services to the Portfolio. Mutual Funds Service Co. receives from the Portfolio
a minimum annual fee for accounting services of $30,000. Subject to this minimum
fee, the Portfolio'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 the Portfolio's average net
assets. For the year ended December 31, 1999 total payments from the Portfolio
to Mutual Funds Service Co. amounted to $862,195.
Pursuant to a Custody Agreement, Firstar acts as the custodian of the
Portfolio's assets. See Part B for more detailed information concerning
custodial arrangements.
EXPENSES
The expenses of the Portfolio include the compensation of its Trustees who
are not affiliated with the Adviser; governmental fees; interest charges; taxes;
fees and expenses of independent auditors, of legal counsel and of any transfer
agent, custodian, registrar or dividend disbursing agent of the Portfolio;
insurance premiums; expenses of calculating the net asset value of, and the net
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income on, the Portfolio; all fees under its Administration and Accounting
Services and Subadministrative Services Agreements; the expenses connected with
the execution, recording and settlement of security transactions; fees and
expenses of the Portfolio's custodian for all services to the Portfolio,
including safekeeping of funds and securities and maintaining required books and
accounts; expenses of preparing and mailing reports to investors and to
governmental officers and commissions; expenses of meetings of investors and
Trustees; and the advisory fees payable to the Adviser under the Investment
Advisory Agreement.
ITEM 6. SHAREHOLDER INFORMATION.
CAPITAL STOCK AND OTHER SECURITIES
The Portfolio is organized as a trust under the laws of the State of New
York. Under the Declaration of Trust, the Trustees are authorized to issue
beneficial interests in the Portfolio. Each investor is entitled to a vote in
proportion to the amount of its investment in the Portfolio. Investments in the
Portfolio may not be transferred, but an investor may withdraw all or any
portion of its investment at any time at net asset value. Investors in the
Portfolio (E.G., investment companies, insurance company separate accounts and
common and commingled trust funds) will each be liable for all obligations of
the Portfolio. However, the risk of an investor in the Portfolio incurring
financial loss on account of such liability is limited to circumstances in which
both inadequate insurance existed and the Portfolio itself was unable to meet
its obligations.
The net income of the Portfolio is determined each day on which the New
York Stock Exchange is open for trading (and on such other days as are deemed
necessary in order to comply with Rule 22c-1 under the 1940 Act) ("Fund Business
Day"). This determination is made once during each such day. All the net income
of the Portfolio, as defined below, so determined is allocated PRO RATA among
the investors in the Portfolio at the time of such determination.
For this purpose the net income of the Portfolio (from the time of the
immediately preceding determination thereof) shall consist of (i) all income
accrued, less the amortization of any premium, on the assets of the Portfolio,
less (ii) all actual and accrued expenses of the Portfolio determined in
accordance with generally accepted accounting principles. Interest income
includes discount earned (including both original issue and market discount) on
discount paper accrued ratably to the date of maturity and any net realized
gains or losses on the assets of the Portfolio.
Investments in the Portfolio have no preemptive or conversion rights and
are fully paid and nonassessable, except as set forth below. The Portfolio is
not required to hold annual meetings of investors but the Portfolio will hold
special meetings of investors when in the judgment of the Trustees it is
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necessary or desirable to submit matters for an investor vote. Investors have
the right to communicate with other investors to the extent provided in Section
16(c) of the 1940 Act in connection with requesting a meeting of investors for
the purpose of removing one or more Trustees, which removal requires a
two-thirds vote of the Portfolio's beneficial interests. Investors also have
under certain circumstances the right to remove one or more Trustees without a
meeting. Upon liquidation or dissolution of the Portfolio, investors would be
entitled to share PRO RATA in the net assets of the Portfolio available for
distribution to investors.
Under the anticipated method of operation of the Portfolio, the Portfolio
will not be subject to any income tax. However, each investor in the Portfolio
will be taxable on its share (as determined in accordance with the governing
instruments of the Portfolio) of the Portfolio's taxable income, gain, loss,
deductions and credits in determining its income tax liability. The
determination of such share will be made in accordance with the Internal Revenue
Code of 1986, as amended, and regulations promulgated thereunder.
The Portfolio's assets, income and distributions are managed in such a way
that an investor in the Portfolio will be able to satisfy the requirements of
Subchapter M of the Internal Revenue Code of 1986, as amended, assuming that the
investor invested all of its investable assets in the Portfolio.
Investor inquiries may be directed to the Portfolio at 6000 Memorial Drive,
Dublin, Ohio 43017.
PURCHASE OF SECURITIES
Beneficial interests in the Portfolio are issued solely in private
placement transactions which do not involve any "public offering" within the
meaning of Section 4(2) of the 1933 Act. Investments in the Portfolio may only
be made by investment companies, insurance company separate accounts, common or
commingled trust funds or similar organizations or entities which are
"accredited investors" as defined in Regulation D under the 1933 Act. This
Registration Statement does not constitute an offer to sell, or the solicitation
of an offer to buy, any "security" within the meaning of the 1933 Act.
An investment in the Portfolio may be made without a sales load at the net
asset value next determined after an order is received in "good order" by the
Portfolio. The net asset value of the Portfolio is determined on each Fund
Business Day. Securities are valued at amortized cost, which the Trustees of the
Portfolio have determined in good faith constitutes fair value for the purposes
of complying with the 1940 Act. This valuation method will continue to be used
until such time as the Trustees of the Portfolio determine that it does not
constitute fair value for such purposes.
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There is no minimum initial or subsequent investment in the Portfolio.
However, since the Portfolio intends to be as fully invested at all times as is
reasonably practicable in order to enhance the yield on its assets, investments
must be made in federal funds (I.E., monies credited to the account of the
Portfolio's custodian bank by a Federal Reserve Bank).
The Portfolio reserves the right to cease accepting investments at any time
or to reject any investment order.
Each investor in the Portfolio may add to or reduce its investment in the
Portfolio on each Fund Business Day. As of 4:00 p.m., New York time, on each
such day, the value of each investor's beneficial interest in the Portfolio will
be determined by multiplying the net asset value of the Portfolio by the
percentage, effective for that day, which represents that investor's share of
the aggregate beneficial interests in the Portfolio. Any additions or
reductions, which are to be effected as of 4:00 p.m., New York time, on such
day, will then be effected. The investor's percentage of the aggregate
beneficial interests in the Portfolio will then be recomputed as the percentage
equal to the fraction (i) the numerator of which is the value of such investor's
investment in the Portfolio as of 4:00 p.m., New York time, on such day plus or
minus, as the case may be, the amount of net additions to or reductions in the
investor's investment in the Portfolio effected as of 4:00 p.m., New York time,
on such day, and (ii) the denominator of which is the aggregate net asset value
of the Portfolio as of 4:00 p.m., New York time, on such day, plus or minus, as
the case may be, the amount of net additions to or reductions in the aggregate
investments in the Portfolio by all investors in the Portfolio. The percentage
so determined will then be applied to determine the value of the investor's
interest in the Portfolio as of 4:00 p.m., New York time, on the following Fund
Business Day.
REDEMPTION OR REPURCHASE
An investor in the Portfolio may reduce any portion or all of its
investment at any time at the net asset value next determined after a request in
"good order" is furnished by the investor to the Portfolio. The proceeds of a
reduction will be paid by the Portfolio in federal funds normally on the
business day the reduction is effected, but in any event within seven days.
Investments in the Portfolio may not be transferred.
The right of any investor to receive payment with respect to any reduction
may be suspended or the payment of the proceeds therefrom postponed during any
period in which the New York Stock Exchange is closed (other than weekends or
holidays) or trading on such Exchange is restricted, or, to the extent otherwise
permitted by the 1940 Act, if an emergency exists.
The Portfolio has reserved the right to pay redemption proceeds by a
distribution in kind of portfolio securities (rather than cash) in the event of
an emergency or when, in the opinion of the Portfolio or the Adviser, payment in
cash would be harmful to existing investors. In these circumstances, the
securities distributed would be valued at the price used to compute the
Portfolio's net assets and the redeeming investor may incur brokerage and
transaction charges in converting the securities to cash. The Portfolio does not
intend to redeem illiquid securities in kind. If this happens, however, the
redeeming investor may not be able to recover its investment in a timely manner.
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ITEM 8. DISTRIBUTION ARRANGEMENTS.
Beneficial interests in the Portfolio are issued solely in private
placement transactions which do not involve any "public offering" within the
meaning of Section 4(2) of the 1933 Act. Investments in the Portfolio may only
be made by investment companies, insurance company separate accounts, common or
commingled trust funds or similar organizations or entities which are
"accredited investors" as defined in Regulation D under the 1933 Act. This
Registration Statement does not constitute an offer to sell, or the solicitation
of an offer to buy, any "security" within the meaning of the 1933 Act.
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SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this Amendment to its Registration Statement on Form
N-1A to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Dublin and State of Ohio on the 28th day of June, 2000.
MONEY MARKET PORTFOLIO
By: Wesley F. Hoag
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Wesley F. Hoag
Vice President
