EXHIBIT 9
ADMINISTRATION AGREEMENT
THE FLEX-PARTNERS
INTERNATIONAL EQUITY FUND
This Agreement dated as of the 8th day of February, 1997, 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, International Equity Fund (the "Fund");
and
WHEREAS, pursuant to a separate agreement (the "Custodian Agreement"),
State Street Bank and Trust Company (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 International Equity Fund,
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
International Equity 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
INTERNATIONAL EQUITY FUND
By: /s/ Xxxxxx X. Xxxx
--------------------------------
MUTUAL FUNDS SERVICE CO.
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------
MUTUAL FUNDS SERVICE COMPANY
FEE SCHEDULE FOR STOCK TRANSFER, DIVIDEND
DISPURSING 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
OR
BASIS POINT FEE (Based on average annual net assets - payable monthly)
10 Basis Points on Equity Funds (The Highlands Growth, Muirfield, Total
Return Utilities, Utilty Growth Class A, Utility Growth Class C, Tactical
Asset Allocation Class A, Tactical Asset Allocation Class C, Core Equity,
and International Equity)
6 Basis Points on Daily Accrual Funds (Bond, Money Market, and
Institutional)
B. In addition, all out-of-pocket expenses shall be separately charged.
ACCOUNTING SERVICES AGREEMENT
THE FLEX-PARTNERS
INTERNATIONAL EQUITY FUND
THIS AGREEMENT, dated the 8th day of February, 1997, 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 fifth series, which has been designated the
INTERNATIONAL EQUITY FUND (the "Fund"), 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
International Equity 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 FLEX-PARTNERS
INTERNATIONAL EQUITY FUND
By: /s/ Xxxxxx X. Xxxx
----------------------------
MUTUAL FUNDS SERVICE CO.
By: /s/ Xxxxxx X. Xxxxxx
----------------------------
MUTUAL FUNDS SERVICE CO.
FEE SCHEDULE FOR ACCOUNTING SERVICES
INTERNATIONAL EQUITY FUND
A. MINIMUM ANNUAL FEE - $30,000 (Based upon average net assets - payable
monthly)
BASIS POINT FEE
3 Basis Points on first $100 million of assets
2 Basis Points on next $150 million of assets
1 Basis Point on assets over $250 million
B. In addition, all out-of-pocket expenses shall be separately charged, shall
include but not be limited to: printed forms, postage, overnight mail, and
telephone expense.
