EXHIBIT 9
ADMINISTRATION AGREEMENT
The Flex-Partners
The CEF Fund
and
Mutual Funds Service Co.
This Agreement dated as of the 2nd day of November, 1996, made by and
between The Flex-Partners (the "Trust"), a business trust operating as an
open-end investment company, duly organized and existing under the laws of the
Commonwealth of Massachusetts, and Mutual Funds Service Co. ("Agent"), a
corporation organized and existing under the laws of the State of Ohio.
W I T N E S S E T H
WHEREAS, Agent has agreed to act as Transfer, Dividend Disbursing and
Redemption Agent for the Trust's series, The CEF Fund - Class A Shares and
Class C Shares (individually a "Fund" and collectively, the "Funds"); and
WHEREAS, pursuant to a separate agreement (the "Custodian
Agreement"), Star Bank, N.A. (the "Bank") performs the duties of Custodian of
the securities and cash of the Trust;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto, intending to be legally bound, do hereby
agree as follows:
SECTION 1. The Trust hereby appoints Agent as its Transfer,
Redemption and Dividend Disbursing Agent for the Trust's series, The CEF Fund
- Class A Shares and Class C Shares, and Agent accepts such appointments and
agrees to act in such capacities upon the terms set forth in this Agreement.
TRANSFER AGENCY
SECTION 2. Agent will maintain registry records in the usual form in
which it will note the issuance, transfer and redemption of Shares and the
issuance and transfer of Share Certificates. Agent is also authorized to
maintain an account entitled Unissued Certificate Account in which it will
record the Shares and fractions of Shares issued and outstanding from time to
time for which issuance of Share Certificates was not requested. The Trust
shall provide to the Agent reports for each Fund of Fund Share purchases,
redemptions and total Shares outstanding on the next business day after each
net asset valuation. Agent is authorized to keep records for each Fund in
which it will note the names and registered addresses of Shareholders, and the
number of Shares and fractions from time to time owned by then for which no
Share Certificates are outstanding.
SECTION 3. Agent will issue Share Certificates for Shares of each
Fund, only upon receipt of a written request from a Shareholder. In all other
cases, the Trust authorizes Agent to dispense with the issuance and
countersignature of Share Certificates whenever Shares are purchased. In such
case Agent, as Transfer Agent, shall merely note on its stock registry records
the issuance of the Shares and fractions, if any; shall credit the Unissued
Certificate Account with the Shares and fractions issued; and shall credit the
proper number of Shares and fractions to the respective Shareholders.
Likewise, whenever Agent has occasion to surrender for redemption Shares and
fractions to the respective Shareholders, it shall be unnecessary to issue
Share Certificates for redemption purposes. The Trust authorizes Agent in such
cases to process the transactions by appropriate entries in its stock transfer
records, and debiting of the unissued Certificate Account and the record of
issued Shares outstanding.
SECTION 4. Agent in its capacity as Transfer Agent will, in addition
to the duties and functions above-mentioned, perform the usual duties and
functions of a stock Transfer Agent for a corporation. It will countersign for
issuance or reissuance Share Certificates representing original issue or
reissued treasury Shares as directed by the written instructions of the Trust,
and will transfer Share Certificates registered in the name of Shareholders
from one Shareholder to another in the usual manner. Agent may rely
conclusively and act without further investigation upon any list, instruction,
certification, authorization, Share Certificate or other instrument or paper
believed by it in good faith to be genuine and unaltered, and to have been
signed, countersigned, or executed by a duly authorized person or persons, or
upon the instructions of any officer of the Trust, or upon the advice of
counsel for the Trust or for Agent. Agent may record any transfer of Share
Certificates which is believed by it in good faith to have been duly
authorized or may refuse to record any transfer of Share Certificates if in
good faith Agent deems such refusal necessary in order to avoid any liability
to any person.
SECTION 5. In case of any request or demand for the inspection of the
Share records of the Trust, Agent as Transfer Agent, shall endeavor to notify
the Trust and to secure instructions as to permitting or refusing such
inspection. However, Agent may exhibit such records to any person in any case
where it is advised by its counsel that it may be held liable for failure to
do so.
ISSUANCE OF SHARES
SECTION 6. Prior to the daily determination of net asset value in
accordance with the Trust's prospectus, Agent shall process all purchase
orders received for each Fund since the last determination of each Fund's net
asset value.
Immediately after 4:00 p.m., Columbus time, on each day that the
Trust and Agent are open for business or on any other day on which there is
sufficient degree of trading in the Trust's portfolio securities that the
current net asset value of a Fund's Shares might be materially affected, Agent
shall obtain from the Trust a quotation (on which it may conclusively rely) of
the net asset value per Share determined as of 4:00 p.m., Columbus
time, on that day. Agent shall proceed to calculate for each Fund the amount
available for investment in Shares at the quoted net asset value, the number
of Shares and fractional Shares to be purchased and the net asset value to be
deposited with the Bank. Agent, as agent for the Shareholders, shall place a
purchase order daily with the Trust for the proper number of Shares and
fractional Shares to be purchased for each Fund and confirm such number to the
trust in writing.
SECTION 7. Agent having made the calculations provided for in Section
6, shall thereupon for each Fund pay over the net asset value of Shares
purchased to the Bank. The payment shall then be deposited in an account
maintained under the Custodian Agreement. The proper number of Shares and
fractional Shares for each Fund shall then be issued daily and credited by
Agent to the Unissued Certificate Account. The Shares and fractional Shares
purchased for each Shareholder will be credited by Agent to his separate
account. Agent shall mail to each Shareholder a confirmation of each purchase,
with copies to the Trust if balance, the new Share balance, the Shares held
under a Plan (if any), the Shares for which Stock Certificates are outstanding
(if any), the amount invested and the price paid for the newly purchased
Shares.
REDEMPTIONS
SECTION 8. Agent shall, for each Fund, prior to the daily
determination of net asset value in accordance with the Trust's prospectus,
process all requests from Shareholders to redeem Shares and determine the
number of Shares required to be redeemed to make monthly payments, automatic
payment or the like. Thereupon, Agent shall advise the Fund of the total
number of Shares available for redemption and the number of Shares and
fractional Shares requested to be redeemed. The Fund shall then quote to Agent
the applicable net asset value, whereupon Agent shall furnish the Fund with an
appropriate confirmation of the redemption and process the redemption by
filing with the Bank an appropriate statement and making the proper
distribution and application of the redemption proceeds in accordance with the
Trust's prospectus. The stock registry books recording outstanding Shares, the
Unissued Certificate Account and the individual account of the Shareholder
shall be properly debited.
In lieu of carrying out the redemption procedures hereinabove
provided for in this Section 8, Agent may, at the request of the Fund, sell
Shares to the Fund as repurchases from Shareholders, provided that in each
such case the sale price shall be not less than the applicable redemption
price. In such case the redemption procedures shall be appropriately modified.
SECTION 9. The proceeds of redemption shall be remitted by Agent in
accordance with the Trust's prospectus as follows:
(a) By check mailed to Shareholder at his registered address.
The request and stock certificates, if any, for Shares being redeemed, must
have the owner's signature
guaranteed by a domestic commercial bank or trust company or a member firm of
a national securities exchange.
(b) By wire to a designated bank or broker upon telephone request,
without signature guarantee, if such redemption procedure has been elected by
the Shareholder on the Account Application. Any change in the designated bank
or broker account will be accepted by Agent only if made in writing by the
Shareholder with signature guaranteed as required by paragraph (a) of this
Section 9.
(c) By check payable to the Shareholder of record and mailed to his
registered address designated in the Account Application in the case of a
telephone redemption.
DIVIDENDS
SECTION 10. It is mutually understood by the parties that the Fund
intends to declare dividends to Shareholders, and that all dividends are to be
automatically reinvested in additional Shares or remitted in accordance with
the Trust's currently effective prospectus. The Agent shall compute the
dividends per Share payable with respect to the account of each Shareholder
and the number of additional Shares and fractional Shares to be issued with
respect to such dividends. The Agent shall notify the Fund of the total number
of additional Shares and fractional shares which have been issued. The Agent
shall maintain records as to the additional shares and fractional Shares
issued with respect to the account of each Shareholder.
In the event that the Trust changes a dividend policy for a Fund or
orders the distribution of any long-term gains with respect to a Fund, the
Trust shall notify the Agent of such resolution of its Trustees declaring a
dividend or other distribution, the amount payable per Share, the record date
for determining Shareholders entitled to payment, the net asset value to be
used for reinvestments of dividends and the payment date. The Agent shall, on
the designated payment date, calculate the amount to be reinvested in Shares
and fractional Shares for each Shareholder.
GENERAL PROVISIONS
SECTION 11. Agent shall maintain records (which may be part of the
stock transfer records) in connection with the issuance and redemption of
Shares, the disbursement of dividends and dividend reinvestments, in which
will be noted and transactions effected for each Shareholder and the number of
Shares and fractional Shares owned by each for which no Share Certificates are
outstanding.
SECTION 12. Agent agrees to make available upon request and to
preserve for the periods prescribed in Rule 31a-2 under the Investment Company
Act of 1940 any records relating to services provided under this Agreement
which are required to be maintained by Rule 31a-1 under said Act.
SECTION 13. In addition to service as Transfer Agent and Dividend
Disbursing Agent as above set forth, Agent will perform other services for the
Trust as agreed from time to time, including but not limited to, preparation
of and mailing Federal Tax Information Forms, mailing semi-annual reports of
the Trust, preparation of lists of Shareholders, and mailing notices of
Shareholders' meetings, proxies and proxy statements.
SECTION 14. Except as set forth in Section 6, nothing contained in
this Agreement is intended to or shall require Agent in any capacity
hereunder, to perform any functions or duties on any holiday, day of special
observance or any other day on which Agent or the New York Stock Exchange is
closed. Functions or duties normally scheduled to be performed on such days
shall be performed on, and as of, the next business day on which both the New
York Stock Exchange and Agent are open.
SECTION 15. Agent shall not be personally liable for any taxes,
assessments, or governmental charges which may be levied or assessed on any
basis whatsoever, excepting only for taxes assessed against it in its
corporate capacity arising out of its compensation hereunder.
SECTION 16. (a) Except as set forth below in this Section 16, the
Trust shall indemnify Agent and save it harmless from and against all actions,
suits and claims, whether groundless or otherwise, arising directly or
indirectly out of or in connection with its performance under this Agreement
and from and against any and all losses, damages, costs, charges, counsel
fees, payments, expenses and liabilities incurred by Agent in connection with
any such action, suit, or claim. Agent shall not be under any obligation to
prosecute or to defend any action, suit or claim arising out of or in
connection with its performance under this Agreement, which, in the opinion of
its counsel, may involve it in expense or liability, and the Trust shall, so
often as reasonably requested, furnish Agent with satisfactory indemnity
against such expense or liability, and upon request of Agent the Trust shall
assume the entire defense of any action, suit, or claim subject to the
foregoing indemnity; provided, however, that Agent shall give the Trust notice
and reasonable opportunity to defend any such action, suit, or claim, in the
name of the Trust or Agent or both.
Without limiting the foregoing:
(i) Agent may rely upon the advice of the Trust, or of
counsel, who may be counsel for the Trust or counsel for Agent, and
upon statements of accountants, brokers and other persons believed by
it in good faith to be expert in the matters upon which they are
consulted and for any actions taken in good faith upon such
statements, Agent shall not be liable.
(ii) Agent shall not be liable for any action taken in good
faith reliance upon any written or oral instruction or certified copy
of any resolution of the Board of Trustees of the Trust, and Agent
may rely upon the genuineness of any
such document or copy thereof believed in good faith by Agent to have
been validly executed.
(iii) Agent may rely and shall be protected in acting upon
any signature, instruction, request, letter of transmittal,
certificate, opinion of counsel, statement, instrument, report,
notice, consent, order, or other paper or document believed by it to
be genuine and to have been signed or presented by the purchaser,
Trust or other proper party or parties.
(b) Notwithstanding the provisions of Paragraph (a), it is intended
that insofar as Agent may in the future be liable for the consequences of any
payments upon forged instruments or of oversights, errors or omissions by
Agent, such liability shall be borne by Agent's insurance carriers. In the
event of any loss occurring which is attributable to any payment upon a forged
instrument, oversight, error or omission by Agent, Agent shall use its best
efforts to have its insurance carriers bear the loss.
SECTION 17. Agent is authorized, upon receipt of specific written
instructions from the Trust, to make payment upon redemption of Shares without
a signature guarantee. The Trust hereby agrees to indemnify and hold Agent,
its successors and assigns, harmless of and from any and all expenses,
damages, claims, suits, liabilities, actions, demands, losses whatsoever
arising out of or in connection with a payment by Agent upon redemption of
Shares without a signature guarantee and upon the request of Agent the Trust
shall assume the entire defense of any action, suit or claims subject to the
foregoing indemnity. Agent shall notify the Trust of any such action, suit or
claim with 30 days after receipt by Agent of notice thereof.
SECTION 18. The Trust shall promptly cause to be turned over to Agent
all records, files, and other materials necessary or appropriate for proper
performance of the functions assumed by Agent under this Agreement.
SECTION 19. The Trust shall file with Agent a certified copy of each
resolution of its Board of Trustees authorizing the execution of written
instructions or the transmittal of oral instructions.
SECTION 20. This Agreement may be amended from time to time by a
supplemental agreement executed by the Trust and the Agent.
SECTION 21. Either the Trust or Agent may give 30 days' written
notice to the other of the termination of this Agreement, such termination to
take effect at the time specified in the notice.
SECTION 22. Any notice or other communication required by or
permitted to be given in connection with this Agreement shall be in writing,
and shall be delivered in person or sent by first class mail, postage prepaid,
to the respective parties as follows:
IF TO THE FUND:
The Flex-Partners
The CEF Fund
0000 Xxxxxxxx Xxxxx
Xxxxxx, XX 00000
IF TO AGENT:
Mutual Funds Service Co.
0000 Xxxxxxxx Xxxxx
Xxxxxx, XX 00000
SECTION 23. The Trust represents and warrants to Agent that the
execution and delivery of this Administration Agreement by the undersigned
officers of the Trust has been duly and validly authorized by resolution of
the Trustees of the Trust.
SECTION 24. This Agreement may be executed in two or more
counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.
SECTION 25. This Agreement shall extend to and shall be binding upon
the parties hereto and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable by the Trust without the
written consent of Agent or by Agent without the written consent of the Trust,
authorized or approved by a resolution of its Trustees.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be signed by their duly authorized officers and their corporate seals hereunto
duly affixed and attested, as of the day and year first above written.
THE FLEX-PARTNERS
THE CEF FUND -
CLASS A AND CLASS C SHARES
By: /s/ Xxxxxx X. Xxxx, Vice President
MUTUAL FUNDS SERVICE CO.
By:/s/ Xxxxxx X. Xxxxxx
MUTUAL FUNDS SERVICE COMPANY
FEE SCHEDULE FOR STOCK TRANSFER, DIVIDEND
DISBURSING AND SHAREHOLDER SUPPORT SERVICES
CURRENT FEE SCHEDULE
A. STOCK TRANSFER AND DIVIDEND DISBURSING AND SHAREHOLDER SUPPORT
SERVICES
THE GREATER OF
MINIMUM ANNUAL FEE - $4,000 for each Fund or each Class of Shares
(payable monthly based upon an annual per account fee as follows):
$15 per shareholder account on each Fund or each Class of Shares except the
Money Market and Institutional Funds $20 per shareholder account in the Money
Market and Institutional Funds
OR
Basis Point Fee (Based on average annual net assets - payable monthly)
10 Basis Points on Equity Funds (Growth, Muirfield, Total Return, BTB Class A,
BTB Class C, TAA Class A and TAA Class C, CEF Class A and CEF Class C)
6 Basis Points on Daily Accrual Funds (Bond, Money Market, Global and
Institutional)
B. In addition, all out-of-pocket expenses shall be separately charged.
dmcefadm
ACCOUNTING SERVICES AGREEMENT
THE FLEX-PARTNERS
THE CEF FUND
THIS AGREEMENT, dated the 2nd day of November, 1996, made by and
between THE FLEX-PARTNERS (the "Trust"), a mutual fund organized as a business
trust under the laws of the Commonwealth of Massachusetts and operating as an
open-end investment company comprised of its sixth and seventh series, which
have been designated THE CEF FUND - CLASS A AND CLASS C SHARES (individually a
"Fund" and collectively the "Funds"), and MUTUAL FUNDS SERVICE CO. ("Agent"),
a corporation duly organized and existing in the State of Ohio;
WITNESSETH THAT:
WHEREAS, the Trust desires to appoint the Agent as its Accounting
Services Agent for the Funds to perform certain accounting and record keeping
functions required of a duly registered investment company; to file certain
financial reports; to maintain and preserve certain books, accounts, and
records as the basis for such reports; and to perform certain daily functions
in connection with such accounts and records;
WHEREAS, the Agent is willing to perform such functions upon the
terms and conditions herein set forth; and
WHEREAS, pursuant to a separate Agreement, the Agent will perform the
duties of administrator, transfer agent, and dividend disbursing agent for the
Funds,
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto, intending to be legally bound, hereby
agree as follows:
Section 1. The Trust shall turn over to the Agent all of the accounts
and records previously maintained for each Fund by or for the Trust. The Agent
shall be entitled to rely exclusively on the completeness and correctness of
the accounts and records turned over to it by the Trust, and the Trust shall
indemnify and hold the Agent harmless of and for any and all expenses,
damages, claims, suits, liabilities, actions, demands, and losses whatsoever
arising out of or in connection with any errors, omission, inaccuracy, or
other deficiency of such accounts and records or in the failure of the Trust
to provide any portion of such or to provide any information needed by the
Agent knowledgeably to perform its functions hereunder.
Section 2. The Agent shall examine and review each Fund's existing
accounts, records, and other documents, and systems in order to determine or
recommend how such accounts, records, and other documents, and systems shall
be maintained.
Section 3. Upon receipt of necessary information and appropriate
instructions from the Trust, the Agent shall maintain and keep current the
following books, accounts, records, journals, or other records of original
entry, relating to the business of each Fund, and necessary or advisable for
compliance with applicable regulations, including Rules 31(a)-1 and 31(a)-2,
of the Investment Company Act of 1940, as amended, and as may be mutually
agreed to between the Trust and the Agent:
(a) Cash Receipts
(b) Cash Disbursements
(c) Dividend Record
(d) Purchase and Sales of Portfolio Securities
(e) Subscription and Redemption Journals
(f) Security Ledger
(g) Broker Ledger
(h) General Ledger
(i) Daily Expense Accruals
(j) Daily Interest Accruals
(k) Securities and Monies borrowed or loaned and collateral
therefor
(l) Trial Balances
Unless appropriate information necessary to perform the above
functions is furnished to the Agent in a timely manner, the Agent shall incur
no liability to the Trust or any other person.
It shall be the responsibility of the Trust to furnish the Agent with
the declaration, record, and payment dates and amounts of any dividends or
income and any other special actions required concerning the Securities of
each Fund.
The Agent shall maintain all accounts and records above mentioned as
required by regulation and as agreed upon between the Trust and the Agent.
Section 4. Upon receipt by the Agent of written or oral instructions,
the Agent shall make proper accounting entries in accordance therewith. The
Trust shall direct that each broker-dealer, or other person through whom a
transaction has occurred, shall send a confirmation thereof to the Agent. The
Agent shall verify this confirmation against the written or oral instructions
when received from the Trust and forward the confirmation to the Custodian.
The Agent shall promptly notify the Trust of any discrepancy between the
confirmation and the Trust's written instructions when received from the Trust
but shall incur no responsibility or liability for such discrepancy. The Trust
shall cause any necessary corrections to be made and shall advise the Agent
and the Custodian accordingly.
Section 5. The Agent shall calculate each Fund's net asset value in
accordance with the Trust's currently effective prospectus, once daily.
The Agent shall prepare and maintain a daily evaluation of Securities
for which market quotations are available by the Agent's use of Bloomberg
Financial Markets and ILX Quotation Services; all other Securities shall be
evaluated in accordance with the Trust's written instructions, and the Agent
shall have no responsibility or liability for the accuracy of the information
supplied by the Trust or upon the written instructions.
The Trust assumes all responsibility for computation of "amortized
cost", valuation of securities, and all valuations not ascertainable solely by
mechanical procedures.
Section 6. At the end of each month, the Agent shall obtain from the
Custodian a monthly statement of cash and portfolio transactions, which shall
be reconciled with the Agent's accounts and records maintained for each Fund.
The Agent shall report any discrepancies to the Custodian, and report any
unreconciled items to the Trust.
Section 7. The Agent shall supply daily and periodic reports to the
Trust, as required by law or regulation, and as requested by the Trust and
agreed upon by the Agent.
Section 8. The Trust shall report and confirm to the Transfer Agent
all Share purchases and redemptions of which it is aware. The Agent shall
obtain from the Transfer Agent daily reports of Share purchases, redemptions,
and total shares outstanding.
The Agent shall reconcile outstanding Shares with the Transfer Agent
periodically and certify at least monthly to the Trust the reconciled Share
balance outstanding.
Section 9. The accounts and records of the Funds maintained by the
Agent shall be the property of the Trust, and shall be made available to the
Trust, within a reasonable period of time, upon demand. The Agent shall assist
the Trust's independent auditors, or upon approval of the Trust, or upon
demand, any regulatory body, in any requested review of a Fund's accounts and
records but shall be reimbursed for all expenses and employee time invested in
any such review outside of routine and normal periodic review. Upon receipt
from the Trust of the necessary information, the Agent shall supply the
necessary data for the Trust's completion of any necessary tax returns,
questionnaires, periodic reports to Shareholders of the Funds, and such other
reports and information requests as the Trust and the Agent shall agree upon
from time to time.
Section 10. The Agent and the Trust may from time to time adopt
uniform or standing procedures, and the Agent may conclusively assume that any
procedure approved by the Trust, or directed by the Trust, does not conflict
with or violate any requirements of its prospectus, Declaration of Trust,
By-Laws, or any rule or regulation of any regulatory body or governmental
agency. The Trust shall be responsible to notify the Agent of any changes in
regulations or rules which might necessitate changes in the Agent's
procedures.
Section 11. The Agent may rely upon the advice of the Trust and upon
statements of the Trust's accountants and other persons believed by it in good
faith to be expert in matters upon which they are consulted, and the Agent
shall not be liable for any actions taken in good faith upon such statements.
Section 12. The Agent shall not be liable for any action taken in
good faith reliance upon any authorized oral instructions, any written
instructions, any certified copy of any resolution of the Trustees of the
Trust or any other document reasonably believed by the Agent to be genuine and
to have been executed or signed by the proper person or persons. The Trust
will send written instructions to cover oral instructions, and the Agent will
compare the information against the oral instructions previously furnished.
The Agent will inform the Trust immediately of any noted discrepancy or will
request, if no written instruction is received in a reasonable time, that the
Trust forward same to Agent.
The Agent shall note be held to have notice of any change of
authority of any officer, employee, or agent of the Trust until receipt of
notification thereof by the Trust.
In addition to indemnification expressly provided elsewhere in this
Agreement, the Trust shall indemnify and hold harmless the Agent from all
claims and liabilities (including reasonable expenses for legal counsel)
incurred by or assessed against the Agent in connection with the performance
of this Agreement, except such as may arise from the Agent's own negligent
action, omission, or willful misconduct; provided, however, that before
confessing any claim against it, the Agent shall give the Trust reasonable
opportunity to defend against such claim in the name of the Trust, the Fund or
the Agent or any of them.
Section 13. The Shareholders, Trustees, officers, employees and
agents of the Trust shall not be personally bound by or liable hereunder, nor
shall resort be had to their private property for the satisfaction of any
obligation or claim hereunder as provided for in the Declaration of Trust.
Section 14. The Trust agrees to pay the Agent compensation for its
services and to reimburse it for expenses, as set forth in a Schedule attached
hereto, or as shall be set forth in amendments to such Schedule approved by
the Trust and the Agent.
Section 15. Nothing contained in this Agreement is intended to or
shall require the Agent, in any capacity hereunder, to perform any functions
or duties on any holiday or other day of special observance on which the New
York Stock Exchange is closed. Functions or duties normally scheduled to be
performed on such days shall be performed on, and as of, the next business day
on which both the New York Stock Exchange and the Agent are open.
Section 16. This Agreement may be terminated by either party upon 60
days' prior written notice.
Section 17. Any notice or other communication required by or
permitted to be given in connection with this Agreement shall be in writing,
and shall be delivered in person or sent by first class mail, postage prepaid,
to the respective parties as follows:
If to the Trust:
The Flex-Partners
The CEF Fund
Attention: Xxxxxx X. Xxxxxx, President
c/o X. Xxxxxx & Associates, Inc.
0000 Xxxxxxxx Xxxxx
Xxx 0000
Xxxxxx, XX 00000
If to the Agent:
Mutual Funds Service Co.
0000 Xxxxxxxx Xxxxx
Xxx 0000
Xxxxxx, XX 00000
Section 18. This Agreement may be executed in two or more
counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.
Section 19. This Agreement shall be binding upon the parties hereto
and their respective successors and assigns; provided, however, that this
Agreement shall not be assignable by the Trust without the written consent of
the Agent, or by the Agent without the written consent of the Trust,
authorized or approved by a resolution of its Trustees.
Section 20. This Agreement shall be governed by the laws of the State
of Ohio.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be signed by their duly authorized officers as of the day and year first above
written.
THE CEF FUND - CLASS A AND
CLASS C SHARES
By /s/ Xxxxxx X. Xxxx, Vice President
MUTUAL FUNDS SERVICE CO.
dmcefacc By /s/ Xxxxxx X. Xxxxxx
