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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
1. Name and address of issuer:
The Flex-Partners
6000 Memorial Drive
Dublin, OH 43017
2. Name of each series or class of funds for which this notice is filed:
Institutional Fund, BTB Fund Class A Shares, BTB Fund Class C Shares,
TAA Fund Class C Shares
3. Investment Company Act File Number: 811-6720
Securities Act File Number: 33-48922
4. Last day of fiscal year for which this notice is filed: December 31,
1995
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable:
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant
to rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year: NONE
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2: NONE
9. Number and aggregate sale price of securities sold during the fiscal
year: $404,477,712
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
$404,477,712
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestments plans, if applicable
(see Instruction B.7):
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year in
reliance on rule 24f-2 (from Item 10):
$404,477,712
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(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+
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(iii) Aggregate price of shares redeemed or repurchased during the fiscal
year (if applicable):
-$337,645,393
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(iv) Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to rule 24e-2 (if
applicable):
+
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(v) Net aggregate price of securities sold and issued during the fiscal
year in reliance on rule 24f-2 [line (i), plus line (ii), less line
(iii), plus line (iv)] (if applicable):
$ 66,832,319
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(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933 or
other applicable law or regulation (see Instruction C.6):
x 1/2900
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(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$ 23,045.63
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INSTRUCTION: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the issuer's
fiscal year.
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures:
[X]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
February 13, 1996
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated:
By (Signature and Title)* /s/ Donald F. Meeder
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Donald F. Meeder, Secretary/Treasurer
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Date February 13, 1996
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*Please print the name and title of the signing officer below the signature.
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JAMES B. CRAVER
266 SUMMER STREET
BOSTON, MASSACHUSETTS 02210
617-338-4564
February 2, 1996
The Flex-Partners
P. O. Box 7177
6000 Memorial Drive
Dublin, Ohio 43017
Attn: Donald F. Meeder
Secretary-Treasurer
Re: Rule 24f-2 Notice
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Dear Sirs:
As special counsel to The Flex-Partners, a Massachusetts business trust
(the "Trust"), I am familiar with the Trust's registration, pursuant to Rule
24f-2 under the Investment Company Act of 1940, of an indefinite number of its
shares of beneficial interest (the "Shares") under the Securities Act of 1933.
This opinion is being furnished to you in connection with the Trust's filing,
pursuant to Rule 24f-2 and on Form 24F-2, of an Annual Notice of Securities
Sold Pursuant to Rule 24f-2 (the "Notice") with the Securities and Exchange
Commission (the "Commission") with respect to the Trust's fiscal year ended
December 31, 1995. This opinion is being furnished with a view to your filing
it with the Commission in conjunction with the filing of the Notice on behalf
of the following series and classes of shares of the Trust: Institutional Fund,
BTB Fund Class A Shares, BTB Fund Class C Shares and TAA Fund Class C Shares.
In connection with this opinion, I have examined such documents (including
the Notice) and made such legal inquiry as I deemed necessary or appropriate
for purposes of this opinion. Based upon and subject to the foregoing, I am of
the opinion that the Shares covered by the Notice were legally issued and (to
the extent still outstanding) are fully paid and nonassessable.
Very truly yours,
James B. Craver
