THE FLEX-PARTNERS P.O. Box 7177, Dublin OH 43017 (800)325-FLEX
1999 SEMI-ANNUAL REPORT
June 30, 1999
TABLE OF CONTENTS
Semi-Annual Market Commentary . . . . . . . . 3
Tactical Asset Allocation Fund . . . . . . . 5
Utility Growth Fund . . . . . . . . . . . . . 6
Core Equity Fund . . . . . . . . . . . . . . 7
International Equity Fund . . . . . . . . . . 8
Portfolio Holdings & Financial Statements . . 9
Investment Adviser: R. Meeder & Associates
Distributor: Adviser Dealer Services
<PAGE>
PERFORMANCE CAPSULE Period & Average Annual Total Returns as of 6/30/99
<TABLE>
<CAPTION>
BEFORE DEDUCTION Tactical Asset
OF SALES CHARGES Allocation Fund Utility Growth Fund Core Equity Fund International
A Shares C Shares A Shares C Shares A Shares C Shares Equity Fund
-------- -------- -------- -------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Year to Date 11.32% 11.22% 12.81% 12.56% 14.75% 14,62% 2.70%
One Year 34.86% 34.59% 14.83% 14.39% 22.10% 22.36% 6.71%
Three Years -- 18.37% 19.00% 18.79% -- -- --
Life of Fund 21.64%1 18.80%2 19.59%3 19.36%3 20.90%4 20.78%4 10.44%5
</TABLE>
<TABLE>
<CAPTION>
NET OF Tactical Asset
SALES CHARGES Allocation Fund Utility Growth Fund Core Equity Fund International
A Shares* C Shares** A Shares* C Shares** A Shares* C Shares** Equity Fund*
-------- -------- -------- -------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Year to Date 4.89% 9.72% 6.35% 11.06% 8.18% 13.12% -3.19%
One Year 27.13% 33.09% 8.23% 12.89% 15.09% 20.86% 0.55%
Three Years -- 18.37% 16.69% 18.79% -- -- --
Life of Fund 19.20%1 18.80%2 17.83%3 19.36%3 17.22%4 20.45%4 6.93%5
</TABLE>
* Reflects the deduction of 5.75% maximum sales charges.
** Reflects the deduction of contingent deferred sales charges as follows:
1.50% if redeemed within 18 months from date of purchase; 0.75% if redeemed
after 18 months but within 24 months from date of purchase; 0.00%
thereafter.
To obtain a prospectus containing more complete information about The
Flex-Partners Funds, including other fees and expenses that apply to a continued
investment in the Funds, you may call The Flex-Partners at (800)494-3539 or
write P.O. Box 7177, Dublin OH 43017. Please read the prospectus carefully
before investing.
PAST PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS. All performance figures
represents total returns and average annual total returns for the periods ended
6/30/99. Investment performance represents total return and assumes reinvestment
of all dividend and capital gain distributions. The investment value and
principal value of an investment will fluctuate so that an investor's shares,
when redeemed, may be worth more or less than their original cost. The
Investment Adviser waived a portion of its management fees and/or reimbursed
expenses in order to reduce the operating expenses of the Tactical Asset
Allocation, Utility Growth, Core Equity, and International Equity Funds during
each period shown above.
1 Inception Date 8/1/96. 2 Inception Date 6/1/95. 3 Inception Date 7/11/95.
4 Inception Date 8/1/97. 5 Inception Date 9/2/97.
<PAGE>
SEMI-ANNUAL MARKET COMMENTARY
Entering 1999, investors greeted the equity and fixed income markets with
heavy doses of apprehension and anticipation. Hoping to avoid a repeat of the
intensely volatile markets that prevailed through the closing months of 1998,
investors kept a watchful eye on economic and market indicators throughout the
first six months of 1999.
Investors waited anxiously for the Dow Jones Industrial Average to vault over
the 10,000 point level, which it finally did on March 29th. After April 7th it
never looked back, continuing its march toward 11,000. On June 30th, it closed
at 10,971. Internet and technology stocks continued their volatile run from
1998, as Internet stocks launched into orbital valuations. The technology-heavy
NASDAQ 100 Index rocketed upward 16.06% from December 31, 1998 to February 1,
1999. But volatility re-emerged midway through the first quarter, as investors
painfully watched the index drop 11.37% from February 1st to March 2nd.
Technology stocks stalled through much of the remainder of the period. The
big story developed when energy and industrial cyclical sectors assumed
leadership while investors switched allegiance to the safety of value stocks
compared to the recent volatility of growth stocks. This dynamic shift in
investors' preference created a challenging environment in the marketplace for
everyone involved.
Several economic and political developments underway worldwide exacerbated
the markets' apprehensive mood. Investors weathered the storm of a presidential
impeachment hearing and a Brazilian currency crisis which affected most of Latin
America. Overseas, markets continued to rotate while economic fortune returned
to Japan as well as emerging markets that were devastated during 1997 and 1998.
On January 1, the world greeted Europe's new single currency, the Euro, with
great fanfare. However, by mid-year, the Euro approached its all-time low
against the dollar, raising questions about the European Union's strength in an
increasingly competitive global economy.
[GRAPH] Showing the Daily Close of the Dow Jones Industrial Average from
January 1 through June 30, 1999.
[GRAPH] Showing the Daily Close of the S&P 500 Composite Stock Index from
January 1 through June 30, 1999.
The Flex-Partners 1999 Semi-Annual Report Page 3
<PAGE>
SEMI-ANNUAL MARKET COMMENTARY
Continued from Page 3
Also during the first half of the year, inflationary pressure clouded the
outlook for bonds, especially during the second quarter. In April, the Consumer
Price Index rose 0.7% - the highest one-month increase in eight years. In the
face of an overheating economy, long bond yields steadily increased. Speculation
mounted that the Federal Reserve Board would raise the Federal Funds target rate
in an effort to head-off inflation. Indeed, on June 30, the Fed tightened
monetary policy by raising rates from 4.75% to 5.00%.
As we progress toward December 31, the calendar constantly reminds investors
of the imminent arrival of the Year 2000, and potential computer problems
associated with an eight-digit date. Companies busily publicize their Y2K
corrective efforts and readiness in an attempt to allay investor fears. Many of
the major financial and trading systems, including the New York Stock Exchange,
have successfully demonstrated their readiness by testing their computer systems
during the first half of this year.
Despite these great efforts, Y2K remains a significant question for investors
and business executives alike. Although no one knows the actual outcome of any
effect from the arrival of January 1, 2000, there remains one certainty: it sets
the stage for an interesting end to the year.
We expect that the investment disciplines which have guided The Flex-Partners
Funds during the challenging first half of 1999 will continue to help investors
meet their long-term financial goals through the rest of the year and into the
next century.
[GRAPH] Showing the Average Daily U.S. Treasury Yield from January 1 through
June 30, 1999.
The Flex-Partners 1999 Semi-Annual Report Page 4
<PAGE>
The Flex-Partners 1999 Semi-Annual Report
TACTICAL ASSET ALLOCATION FUND
The Tactical Asset Allocation Fund continued its strong performance from 1998
with a year-to-date total return before sales charges of 11.32% for Class A
Shares and 11.22% for Class C Shares. This compares favorably to the 4.11% total
return of the average asset allocation fund for the same period, according to
Morningstar.
Two factors contributed greatly to the Fund's strong year-to-date
performance: 1) Strict adherence to the our "Defensive Investing" discipline
throughout the changing market conditions in the first quarter, and 2)
Well-researched fund selections to invest in those styles or sectors of the
market where the potential for growth and good returns was strongest.
We began the year in a fully-invested position as the stock market continued
to chalk up impressive gains in January. As the interest rate environment turned
negative, and technical conditions in the stock market remained poor, our
tactical asset allocation discipline mandated a shift to a fully-defensive
position in February.
Conditions improved late in the first quarter and into the second. We
gradually increased our exposure to the stock market until we were fully
invested by mid-April. More significantly, we repositioned the Fund's holdings
in the second quarter to capitalize on the shifting trends away from growth and
technology, to value and cyclical stocks. This decision turned out to be very
rewarding, as value and cyclical stocks were among the best performing areas of
the market.
[PHOTO] Robert S. Meeder and Philip A. Voelker, Portfolio Managers
Looking forward to the second half of 1999, we see many challenges ahead for
the investment community, as growth expands in Japan and the emerging markets
which were devastated by last year's meltdown. It remains to be seen, however,
whether these economies can sustain low inflation simultaneously with robust
growth. Also, the next six months will bring more talk about Year 2000 and its
effects on the financial markets. The market commonly discounts events expected
to occur six months in the future, and if this is true they soon will begin to
discount the effects of the Y2K computer bug.
While no one is sure what effect these events will have as we approach
year-end, we are confident that the Fund's discipline will provide a sound
investment strategy to help you meet your long-term financial objectives during
these difficult and uncertain times.
1999 PERFORMANCE HIGHLIGHTS
---------------------------
PERIOD & AVERAGE ANNUAL TOTAL RETURNS
as of 6/30/99
before sales charges Class A Class C
- -------------------- ------- -------
Year to Date 11.32% 11.22%
One Year 34.86% 34.59%
Three Years -- 18.37%
Life of Fund1 21.64% 18.80%
net of sales charges Class A* Class C**
- -------------------- -------- ---------
Year to Date 4.89% 9.72%
One Year 27.13% 33.09%
Three Years -- 18.37%
Life of Fund1 19.20% 18.80%
1 Inception Date: Class A 8/1/96; Class C 6/1/95
* Reflects deduction of 5.75% maximum sales charge
** Reflects deduction of contingent deferred sales charges as follows: 1.50%
if redeemed within 18 months from date of purchase; 0.75% if redeemed after
18 months but within 24 months from date of purchase; 0.00% thereafter.
PORTFOLIO HOLDINGS as of 6/30/99:
[GRAPH] The following information was presented as a pie chart:
1) Fidelity Value 20.61% 5) Invesco Strat. Finance 5.77%
2) Gabelli Value 11.85% 6) Invesco Strat. Energy 3.46%
3) Federated S&P 500 9.15% 7) S&P 500 Futures 41.57%
4) Federated Stock Trust 7.59%
Please see page 2 for addditional fund performance information.
The Flex-Partners 1999 Semi-Annual Report Page 5
<PAGE>
The Flex-Partners 1999 Semi-Annual Report
UTILITY GROWTH FUND
The Utility Growth Fund surged in the first half of 1999 with a total
year-to-date return before sales charges of 12.81% for Class A Shares and 12.56%
for Class C Shares.The Fund outperformed the average utility fund, which
returned 7.17% over the same period, according to Morningstar.
Conventional market wisdom states that utility stocks trade similarly to
bonds. However, for several years now we have maintained that the opportunities
available in today's utilities market have unlocked the historical relationship
between utility stocks and bonds. Consider that the price of long-term
government bonds declined about 7% on average during the three months ended June
30, 1999, yet the Fund and the utilities sector as a whole enjoyed one of its
strongest quarters in a long time.
Weakness characterized the utilities market during the first quarter. A
declining credit market, continued sell-offs of large-cap electric utility
positions, and lack of interest in anything but the hottest stocks of the moment
contributed to the sector's weak performance during the first three months of
1999. Merger and acquisitions among various utilities companies continued at a
rapid pace, however, and many of the Fund's holdings were engaged in talks or
deals with other companies, either as takeover principals or targets.
[PHOTO] Lowell G. Miller, Portfolio Manager
Positive performance broadened in the second quarter, as investors at last
demonstrated a willingness to invest in other sectors of the market besides
growth and high technology. The utilities sector benefited greatly from this
rotational trend, and we experienced double-digit gains from the more
traditional utilities in our portfolio, such as the gas distribution, pipeline,
electric utility, and telecommunications sectors.
Ordinarily, we caution that some consolidation is necessary after a good
quarter, but at the moment we see neither overbought technical conditions nor
overpriced valuations for our stocks. The outlook for the second half of 1999
appears favorable, and we will continue to strive for continued positive
performance for the Fund.
BECAUSE THE UTILITY GROWTH FUND CONCENTRATES ITS INVESTMENTS IN PUBLIC
UTILITY COMPANIES, THE VALUE OF THE FUND'S SHARES MAY FLUCTUATE MORE THAN IF
INVESTED IN A GREATER NUMBER OF INDUSTRIES. CHANGES IN INTEREST RATES MAY ALSO
AFFECT THE VALUE OF UTILITY STOCKS, AND RISING INTEREST RATES CAN BE EXPECTED TO
REDUCE THE UTILITY GROWTH FUND'S NET ASSET VALUE.
1999 PERFORMANCE HIGHLIGHTS
---------------------------
Period & Average Annual Total Returns
as of 6/30/99
before sales charges Class A Class C
- -------------------- ------- -------
Year to Date 12.81% 12.56%
One Year 14.83% 14.39%
Three Years 19.00% 18.79%
Life of Fund1 19.59% 19.36%
net of sales charges Class A* Class C**
- -------------------- -------- ---------
Year to Date 6.35% 11.06%
One Year 8.23% 12.89%
Three Years 16.69% 18.79%
Life of Fund1 17.83% 19.36%
1 Inception Date 7/11/95
* Reflects deduction of 5.75% maximum sales charge
** Reflects deduction of contingent deferred sales charges as follows: 1.50%
if redeemed within 18 months from date of purchase; 0.75% if redeemed after
18 months but within 24 months from date of purchase; 0.00% thereafter.
SECTOR WEIGHTINGS as of 6/30/99:
[GRAPH] The following information was presented as a pie chart:
1) Telecomm. Services 26.91% 7) Water Utility 4.45%
2) Natural Gas Distributor 18.56% 8) Utility 3.42%
3) Oil/Gas Domestic 12.27% 9) Telecomm. Equipment 3.06%
4) Electric Utility 10.93% 10) Natural Gas (Diversfied) 1.84%
5) Electric/Gas Utility 6.68% 11) Cash Equivalents 5.30%
6) Pipelines 6.58%
Please see page 2 for addditional fund performance information.
The Flex-Partners 1999 Semi-Annual Report Page 6
<PAGE>
The Flex-Partners 1999 Semi-Annual Report
CORE EQUITY FUND
The Core Equity Fund outperformed its peer group during the first six months
of 1999, with a total year-to-date return before sales charges of 14.75% for
Class A Shares and 14.62% for Class C Shares, compared with the 11.63% total
return of the average growth fund for the same period, according to Morningstar.
So far this year, the Fund is also ahead of the S&P 500, which returned 12.38%
year-to-date as of June 30, 1999.
The big story in the stock market during the first half of 1999 was the
rotation among market sectors and styles: from technology to energy and cyclical
stocks, and from large-cap and growth stocks to small-cap and value stocks. In
the second quarter, investors became more willing to invest in other areas of
the market besides the high-flying technology and internet sectors. Overall
returns for the first half of 1999 were much more balanced than we have seen in
at least a year.
Volatility returned to the equity market in June, as investors grew
increasingly concerned with rising interest rates. Growth stocks are typically
priced relative to interest rates, and do not perform well when rates rise.
Thus, we were not surprised to see growth stocks affected more adversely than
traditional "rate sensitive" stocks during the changing interest rate
environment of the second quarter. The Federal Reserve remains worried about
inflation, despite its neutral stance following June 30th's 0.25% increase in
the Fed funds target rate. It seems likely that the Fed will err on the side of
caution, and keep a tighter rein on inflation than it has since last autumn.
[PHOTO] William L. Gurner, Portfolio Manager
We do not know which style or sector will dominate the equity market in the
latter half of the year. Thanks to the Fund's "sector neutral, style neutral"
investment strategy, the effects of market rotation among styles and sectors
should not constrain Fund performance. We believe the broadening trends in the
stock market may continue through the third and fourth quarters, and we will
continue to seek out the best stocks for investment.
1999 PERFORMANCE UPDATE
-----------------------
PERIOD & AVERAGE ANNUAL TOTAL RETURNS
as of 6/30/99
before sales charges Class A Class C
- -------------------- ------- -------
Year to Date 14.75% 14.62%
One Year 22.10% 22.36%
Life of Fund1 20.90% 20.78%
net of sales charges Class A* Class C**
- -------------------- -------- ---------
Year to Date 8.18% 13.12%
One Year 15.09% 20.86%
Life of Fund1 17.22% 20.45%
1 Inception Date 8/1/97
* Reflects deduction of 5.75% maximum sales charge
** Reflects deduction of contingent deferred sales charges as follows: 1.50%
if redeemed within 18 months from date of purchase; 0.75% if redeemed after
18 months but within 24 months from date of purchase; 0.00% thereafter.
SECTOR WEIGHTINGS as of 6/30/99:
[GRAPH] The following information was presented as a pie chart:
1) Technology 19.57% 7) Energy 6.10%
2) Finance 14.47% 8) Materials & Services 5.09%
3) Utilities 10.34% 9) Capital Goods 3.79%
4) Consumer Non-Dur. 10.26% 10) Transportation 0.81%
5) Health 9.05% 11) S&P 500 Futures 12.43%
6) Consumer Durables 8.09%
Please see page 2 for addditional fund performance information.
The Flex-Partners 1999 Semi-Annual Report Page 7
<PAGE>
The Flex-Partners 1999 Semi-Annual Report
INTERNATIONAL EQUITY FUND
Resurgence in emerging markets, rising yields in bond markets, and the
introduction of the Euro common currency all made headlines in the world
financial press during the first half of 1999. The International Equity Fund
returned 2.70% before sales charge for the first six months of 1999, as equity
markets were broadly positive around the world.
Global demand for commodities and raw materials strengthened as Japan and
emerging markets began to recover from last year's economic crisis. This also
produced a rally in cyclical and smaller-cap stocks. The shift in market
leadership -- from technology and pharmaceuticals to energy and cyclical stocks
- -- continued across Europe and in the U.K. Intense merger activity across many
sectors including finance, energy, and telecommunications added to the positive
performance of the global equity markets.
The Fund benefited by increasing its exposure to industrials in Britain,
moving allocations from financial stocks to energy on the continent, and
maintaining an underweighted position in commercial banks in Japan. Rising
yields in the global bond markets, especially during the second quarter,
adversely affected interest rate sensitive sectors, particularly financial
stocks.
[PHOTO] Charles Brand, Portfolio Manager
Across the regions, Japan proved to be the strongest of the developed
markets, thanks to much needed corporate restructuring and the impact of
government spending intended to jump-start the economy. A further spending
package, expected in the autumn, looks essential to sustain the recovers, which
remains quite fragile. In Europe, recovery is proceeding nicely. France and
Germany appear to be on the right track to resume growth, although Italy
continues to struggle. We remain watchful of our country allocations as we
proceed into the second half of 1999.
IN EXCHANGE FOR GREATER POTENTIAL REWARDS, FOREIGN INVESTMENTS INVOLVE
GREATER RISK THAN U.S. INVESTMENTS. THESE RISKS INCLUDE POLITICAL AND ECONOMIC
UNCERTAINTIES OF FOREIGN COUNTRIES AND CURRENCY FLUCTUATIONS. THESE RISKS MAY BE
MAGNIFIED IN COUNTRIES WITH EMERGING MARKETS, SINCE THOSE COUNTRIES MAY HAVE
RELATIVELY UNSTABLE GOVERNMENTS AND LESS ESTABLISHED ECONOMIES.
1999 PERFORMANCE UPDATE
-----------------------
PERIOD & AVERAGE ANNUAL TOTAL RETURNS
as of 6/30/99
before deduction of sales charges
---------------------------------
Year to Date........................2.70%
One Year............................6.71%
Life of Fund*......................10.44%
net of sales charges**
----------------------
Year to Date.......................-3.19%
One Year............................0.55%
Life of Fund*.......................6.93%
* Inception Date 9/2/97
** Reflects deduction of 5.75% maximum sales charges.
REGIONAL HOLDINGS as of 6/30/99:
[GRAPH] The following information was presented as a pie chart:
1) Europe (ex-U.K.) 49.04%
2) Japan 23.04%
3) United Kingdom 21.83%
4) Pacific Rim (ex-Japan) 3.57%
5) Australia/New Zealand 2.52%
Please see page 2 for addditional fund performance information.
The Flex-Partners 1999 Semi-Annual Report Page 8
<PAGE>
The Flex-Partners Funds 1999 Semi-Annual Report
PORTFOLIO HOLDINGS & FINANCIAL STATEMENTS
The Flex-Partners 1999 Semi-Annual Report Page 9
<PAGE>
Mutual Fund Portfolio
Portfolio of Investments as of June 30, 1999 (Unaudited)
INDUSTRIES/CLASSIFICATIONS SHARES OR FACE VALUE
AMOUNT
MUTUAL FUNDS - 58.9%
Federated S&P 500 Maxcap Fund 526,661 $ 14,888,714
Federated Stock Trust Fund 296,148 12,355,286
Fidelity Value Fund 589,623 33,531,840
Gabelli Growth Fund 984,930 19,284,926
Invesco Strategic Energy Fund 404,204 5,634,600
Invesco Strategic Stock Trust Fund 306,560 9,389,945
Mutual Shares Fund 358 8,027
TOTAL MUTUAL FUNDS
(Cost$89,107,883) 95,093,338
MONEY MARKET MUTUAL FUNDS - 7.6%
Charles Schwab Money Market Fund 908,830 908,830
Fidelity Cash Reserve Money Market Fund 11,425,411 11,425,411
Fidelity Core Money Market Fund 5,644 5,644
TOTAL MONEY MARKET MUTUAL FUNDS
(Cost$12,339,885) 12,339,885
U.S.TREASURY BILLS - 2.8%
* 4.28%, due 07/22/99 4,025,000 4,014,730
* 4.70%, due 10/21/99 500,000 492,749
** 4.30%, due 01/06/00 30,100 29,347
TOTAL U.S. TREASURY BILLS
(Cost $4,536,840) 4,536,826
REPURCHASE AGREEMENT - 30.7%
Prudential Securities, 5.10%, 07/01/99,
(Collateralized by $30,334,000
FNMA Remic Series Pool #9903CA, 6.00%,
02/25/14, market value - $27,794,377) 24,500,000 24,500,000
State Street Bank & Trust Co., 4.90%,
07/01/99, (Collateralized by $25,587,605
FFCB, 5.13%, 04/02/01, market
value - $25,563,962) 25,062,000 25,062,000
TOTAL REPURCHASE AGREEMENT
(Cost $49,562,000) 49,562,000
TOTAL INVESTMENTS - 100.0%
(Cost $155,546,608) $161,532,049
The Flex-Partners 1999 Semi-Annual Report Page 10
<PAGE>
CONTRACTS VALUE
FUTURES CONTRACT
Long, S&P 500 Futures, face amount
$64,898,988 expiring September 1999 197 $68,048,725
TOTAL FUTURES CONTRACT $68,048,725
TRUSTEE DEFERRED COMPENSATION***
Flex-funds Highlands Growth Fund 837 19,893
Flex-funds Muirfield Fund 1,062 7,964
Flex-funds Total Return Utilities Fund 215 4,543
Flex Partners International Equity Fund 633 9,211
TOTAL TRUSTEE DEFERRED COMPENSATION
(Cost $36,557 ) $41,611
FNMA Federal National Mortgage Association
Remic Real Estate Mortgage Investment Conduit
FFCB Federal Farm Credit Bureau
* Pledged as collateral on futures contracts.
** Pledged as collateral on Letter of Credit.
*** Assets of affiliates to the Mutual Fund Portfolio held for the benefit of
the Portfolio's Trustees in connection with the Trustee Deferred
Compensation Plan.
See accompanying notes to financial statements.
The Flex-Partners 1999 Semi-Annual Report Page 11
<PAGE>
Utilities Stock Portfolio
Portfolio of Investments as of June 30, 1999 (Unaudited)
INDUSTRIES/CLASSIFICATIONS SHARES OR FACE VALUE
AMOUNT
COMMON STOCKS - 94.8%
ELECTRIC/GAS UTILITY - 6.7%
AGL Resources, Inc. 12,100 $ 223,094
MDU Resources Group, Inc. 5,000 114,063
NIPSCO Industries, Inc. 9,400 242,637
UtiliCorp United, Inc. 14,528 353,200
932,994
ELECTRIC UTILITY - 10.9%
Cinergy Corp. 8,200 262,400
LG&E Energy Corp. 13,944 292,824
New Century Energies, Inc. 5,600 217,350
PacifiCorp 12,830 235,751
TECO Energy, Inc. 22,760 517,790
1,526,115
NATURAL GAS (DISTRIBUTOR) - 25.9%
Consolidated Natural Gas Co. 9,700 589,275
Eastern Enterprises 6,475 257,381
KeySpan Energy Corp. 18,110 477,651
MCN Corp. 36,430 755,923
Peoples Energy Corp. 7,650 288,309
TransCanada Pipelines Ltd. 8,100 113,400
WICOR, Inc. 19,690 550,089
Williams Cos., Inc. 13,705 583,319
3,615,347
OIL/GAS (DOMESTIC) - 16.8%
El Paso Natural Gas Co. 5,670 199,513
Enron Corp. 4,055 331,496
K N Energy, Inc. 27,680 370,220
Kinder Morgan Energy Partners, L.P. 14,824 548,488
Questar Corp. 20,200 386,325
Sonat, Inc. 15,310 507,144
2,343,186
TELECOMMUNICATION EQUIPMENT - 3.0%
Loral Space & Communications Ltd. # 14,890 268,020
P-Com, Inc. # 30,000 157,031
425,051
TELECOMMUNICATION SERVICES - 26.9%
Alltel Corp. 7,900 564,850
BCE, Inc. 12,040 593,723
CenturyTel, Inc. 11,780 468,255
Frontier Corp. 7,260 425,618
GTE Corp. 7,350 554,925
SBC Communications, Inc. 6,930 401,940
Sprint Corp. 7,590 402,270
Sprint Corp. - PCS Group # 50 2,850
U.S. West Communications Group 5,900 346,625
3,761,056
The Flex-Partners 1999 Semi-Annual Report Page 12
<PAGE>
INDUSTRIES/CLASSIFICATIONS SHARES OR FACE VALUE
AMOUNT
WATER UTILITY - 4.4%
American Water Works Co., Inc. 10,900 335,175
Azurix Corp. # 14,280 285,600
620,775
TOTAL COMMON STOCKS
(Cost $10,385,997 ) 13,224,524
U.S. TREASURY BILLS - 0.0%
* 5.02%, due 01/06/00 1,000 975
TOTAL U.S. TREASURY BILLS
(Cost $978 ) 975
REPURCHASE AGREEMENT - 5.2%
State Street Bank & Trust Co., 4.90%,
07/01/99, (Collateralized by $746,331
FFCB, 5.13%, 04/02/01, market value - $745,641) 731,000 731,000
TOTAL REPURCHASE AGREEMENT
(Cost $731,000 ) 731,000
TOTAL INVESTMENTS - 100.0%
(Cost $11,117,975 ) $13,956,499
TRUSTEE DEFERRED COMPENSATION**
Flex-funds Highlands Growth Fund 147 3,496
Flex-funds Muirfield Fund 171 1,281
Flex-funds Total Return Utilities Fund 39 833
Flex Partners International Equity Fund 120 1,741
TOTAL TRUSTEE DEFERRED COMPENSATION
(Cost $6,474 ) $7,351
FFCB Federal Farm Credit Bureau
# Represents non-income producing securities.
* Pledged as collateral on Letter of Credit.
** Assets of affiliates to the Utility Stock Portfolio held for the benefit of
the Portfolio's Trustees in connection with the Trustees Deferred
Compensation Plan.
See accompanying notes to financial statements.
The Flex-Partners 1999 Semi-Annual Report Page 13
<PAGE>
Growth Stock Portfolio
Portfolio of Investments as of June 30, 1999 (Unaudited)
INDUSTRIES/CLASSIFICATIONS SHARES OR FACE VALUE
AMOUNT
COMMON STOCKS - 89.0%
AEROSPACE/DEFENSE - 1.4%
Boeing Co. 4,850 $ 212,188
General Dynamics Corp. 1,360 93,245
Lockheed Martin Corp. 1,870 69,658
Northrup Grumman Corp. 200 13,225
Raytheon Co. - Class B 2,750 193,359
Textron, Inc. 740 61,744
United Technologies Corp. 2,960 212,565
855,984
AIR TRANSPORTATION - 0.3%
AMR Corp. # 910 62,335
Delta Air Lines, Inc. 770 44,323
Southwest Airlines 1,685 54,763
USAir Group # 470 21,062
182,483
ALUMINUM - 0.2%
Aluminum Company of America 2,460 154,673
AUTO & TRUCK - 1.3%
Delphi Auto Systems 3,494 64,867
Ford Motor Co. 6,500 367,250
General Motors Corp. 5,000 334,688
Navistar Int'l Corp # 334 16,679
Paccar Inc 522 27,862
TRW, Inc. 620 34,061
845,407
BANKING - 1.2%
Washington Mutual Savings Bank 2,303 81,757
Wells Fargo Co. 15,900 686,681
768,438
BEVERAGE--ALCOHOLIC - 0.3%
Anheuser-Busch Cos., Inc. 2,700 191,025
BEVERAGE--SOFT DRINK - 1.1%
Coca-Cola Co. 8,500 520,625
Pepsico, Inc. 4,300 165,550
686,175
BROADCASTING - 0.3%
Infinity Broadcasting Corp. # 5,200 153,725
BUILDING MATERIALS - 0.1%
Crane Co. 495 15,593
Masco Corp. 1,860 53,940
69,533
CAPITAL GOODS - 0.1%
Ingersoll-Rand 823 53,958
CHEMICAL--DIVERSIFIED - 1.0%
Air Products & Chemicals, Inc. 1,550 63,550
E.I. du Pont de Nemours & Co. 4,780 326,534
Monsanto Corp. 3,450 135,628
Praxair, Inc. 840 41,423
Rohm & Haas Co. 1,185 50,733
617,868
The Flex-Partners 1999 Semi-Annual Report Page 14
<PAGE>
INDUSTRIES/CLASSIFICATIONS SHARES OR FACE VALUE
AMOUNT
CHEMICAL--SPECIALTY - 0.1%
Eastman Chemical Co. 500 25,875
MacDermid Inc. 800 37,200
Sigma Aldrich 610 21,007
84,082
COMMERCIAL SERVICES - 0.1%
Dun & Bradstreet 1,470 51,726
COMPONENTS - 0.1%
Sanmina Corp. # 850 64,494
COMPUTERS & PERIPHERALS - 3.6%
Compaq Computer Corp. 4,180 97,969
Dell Computer Corp. # 7,740 286,380
EMC Corp./Mass # 5,900 327,450
Gateway 2000, Inc. # 390 23,108
IBM 9,700 1,259,788
Micron Technology, Inc. # 470 19,064
Sun Microsystems # 3,540 243,818
2,257,577
COMPUTER SOFTWARE & SERVICES - 5.1%
America Online, Inc. # 3,000 330,188
BMC Software, Inc. # 3,110 167,746
Ceridian Co. # 840 27,458
Computer Sciences Corp. # 600 41,513
Electronic Data System Corp. 4,350 246,319
Exodus Communications Inc. # 650 77,959
Microsoft Corp. # 24,500 2,209,594
National Data Corp. 770 32,725
Novell, Inc. # 1,490 39,485
Oracle Corp. # 910 33,784
Unisys Corp. 1,270 49,133
3,255,904
CONSUMER NON-DURABLE - 1.8%
Corning Inc. 1,240 86,800
Fortune Brands, Inc. 6,000 250,500
Haggar Corp. 11,500 150,938
Procter & Gamble Co. 7,100 622,138
1,110,376
COSMETICS - 1.1%
Playtex Products, Inc. # 23,300 364,063
Revlon # 11,500 344,281
708,344
DATA PROCESSING - 0.5%
Automatic Data Processing, Inc. 3,300 144,169
Fiserv, Inc. # 1,380 43,211
First Data Corp. 2,820 138,004
325,384
The Flex-Partners 1999 Semi-Annual Report Page 15
<PAGE>
INDUSTRIES/CLASSIFICATIONS SHARES OR FACE VALUE
AMOUNT
DIVERSIFIED - 1.5%
Allied Signal, Inc. 3,380 214,419
Minnesota Mining & Manufacturing Co. 1,920 167,040
Norfolk Southern Corp. 1,830 55,014
PPG Industries, Inc. 830 49,229
Tyco International 4,970 469,665
955,367
DRUG - 5.9%
Abbott Labs 6,890 307,466
Bristol Myers Squibb 11,840 831,020
Eli Lilly & Co. 4,970 356,287
Merck & Co., Inc. 10,560 774,840
Pfizer, Inc. 6,460 700,103
Schering Plough Corp. 9,830 505,016
Warner Lambert Co. 3,450 236,756
3,711,488
DRUGSTORE - 0.1%
Longs Drug Stores 2,000 69,125
ELECTRIC--INTEGRATED - 0.6%
CMS Energy Corp. 2,800 117,075
Edison International 1,800 48,488
FPL Group, Inc. 960 52,620
Korean Electric Power 3,100 63,550
Teco Energy Inc. 2,930 67,024
348,757
ELECTRIC UTILITY - 0.5%
AES Corp. # 2,460 142,988
Duke Power Co. 2,940 160,414
303,402
ELECTRICAL EQUIPMENT - 2.9%
General Electric Corp. 16,772 1,869,644
ELECTRONIC COMPONENT SEMICONDUCTORS - 2.8%
Applied Materials, Inc. # 1,880 138,885
Intel 12,800 761,600
KLA -Tencor Corp. # 350 22,706
Motorola, Inc. 4,410 420,328
STMicroelectronic NV # 1,440 99,900
Texas Instruments Inc. 1,810 258,830
Xilinx Inc. # 1,180 67,555
1,769,804
ELECTRONIC COMPONENTS - 0.3%
Emerson Electric 2,529 159,485
ELECTRONICS - 0.1%
Rockwell International Corp. 1,360 82,790
FINANCE - 6.0%
Banc One Corp. 8,926 533,329
Bank of Boston Corp. 3,300 169,331
Chase Manhattan Corp. 3,900 336,131
Equifax, Inc. 710 25,338
Federal Home Loan Mortgage Corp. 5,700 329,175
Federal National Mortgage Corp. 6,600 450,038
First Union Corp. 4,968 233,186
Fleet Financial Group, Inc. 3,100 136,981
The Flex-Partners 1999 Semi-Annual Report Page 16
<PAGE>
INDUSTRIES/CLASSIFICATIONS SHARES OR FACE VALUE
AMOUNT
Lehman Brothers Holdings, Inc. 1,500 93,375
Mellon Bank Corp. 7,200 262,350
Merrill Lynch & Co. 800 63,850
Morgan Stanley Dean Witter & Co. 1,800 185,625
Metris Cos., Inc. 4,400 178,750
PNC Bank Corp. 3,100 179,219
Providian Financial Corp. 4,650 429,253
Ryder Systems, Inc. 360 9,720
SLM Holding Corp. 4,000 183,500
3,799,151
FINANCIAL SERVICES - 5.0%
American Express Co. 1,700 226,206
Associates First Capital 10,400 444,600
Avery Dennison Corp. 920 55,603
BankAmerica Corp. 10,214 752,006
Capital One Financial Corp. 18,600 1,032,300
Citigroup Inc. 11,995 573,511
H&R Block, Inc. 1,370 68,500
3,152,726
FOOD - DIVERSIFIED - 0.2%
General Mills 1,900 152,950
FOREST PRODUCTS - 0.2%
Georgia Pacific Corp. 860 40,753
Weyerhauser Co. 1,120 76,510
Willamette Industries, Inc. 640 30,160
147,423
GOLD/SILVER MINING - 0.1%
Barrick Gold Corp. 2,090 40,494
HEALTH - 1.4%
American Home Products 6,150 351,319
Johnson & Johnson 5,630 538,369
889,688
HOMEBUILDING - 0.0%
Centrex Corp. 230 8,639
INSTRUMENTS--CONTROLS - 0.2%
Honeywell, Inc. 620 71,843
Johnson Controls Inc. 926 64,126
135,969
INSTRUMENTS--SCIENTIFIC - 0.0%
PE Biosystems Group 190 21,791
INSURANCE--LIFE - 0.3%
Conseco Inc. 7,000 213,063
INTERNET SERVICE - 0.1%
Yahoo, Inc. # 365 62,953
INSURANCE--MULTILINE - 2.2%
Allstate 6,700 241,200
American International Group 8,435 984,786
PMI Group 2,200 138,325
1,364,311
The Flex-Partners 1999 Semi-Annual Report Page 17
<PAGE>
INDUSTRIES/CLASSIFICATIONS SHARES OR FACE VALUE
AMOUNT
MACHINERY - 0.4%
Caterpillar, Inc. 1,492 89,893
Deere & Co. 1,197 46,833
Dover Corp. 825 31,763
Lancer Corp. # 3,700 30,988
NACCO Industries 912 67,374
266,851
MACHINERY--CONSTRUCTION & MINING - 0.2%
Case Corp. 523 25,235
Halliburton Co. 1,900 86,450
111,685
MANUFACTURING - 0.1%
Mueller Industries, Inc. # 1,150 38,525
Owens Illinois # 780 25,448
63,973
MARKETING SERVICES - 0.2%
Omnicom Group, Inc. 1,205 94,969
MATERIALS & SERVICES - 0.6%
Champion International Corp. 425 20,613
Dana Corp. 970 44,741
Deluxe Corp. 910 35,433
Ecolab, Inc. 1,970 85,572
Illinois Tool Works, Inc. 1,730 141,644
Sherwin-Williams Co. 1,070 29,626
357,629
MEDICAL PRODUCTS - 1.0%
Algos Pharmaceutical Corp. # 1,990 43,904
Amgen, Inc. # 2,090 127,229
Becton Dickinson 1,150 34,644
Biogen Inc.# 960 61,740
Centor, Inc. # 480 22,380
GelTex Pharmaceuticals, Inc. # 3,840 69,120
Genzyme Surgical Products # 273 1,207
Guidant Corp. 780 40,024
Human Genome # 1,330 52,535
IDEC Pharmaceuticals Corp. # 980 75,521
MedImmune, Inc. # 1,670 113,143
PE Celera Genomics # 95 1,544
642,991
MEDICAL HMO - 0.1%
Wellpoint Health Networks # 460 38,928
MEDICAL SERVICES - 0.5%
Columbia/HCA Healthcare Corp. 2,420 55,358
Genzyme Corp. # 1,530 74,205
Health Management 4,760 53,550
HBO & Co. 1,220 39,345
IMS Health, Inc. 1,080 34,560
Shared Medical Systems 310 20,363
Tenet Healthcare Corp. # 2,170 40,145
317,526
MEDICAL SUPPLIES - 0.5%
Boston Scientific Co. # 1,070 45,676
IDEXX Laboratories, Inc. # 900 20,981
Medtronic, Inc. 2,870 222,246
288,903
The Flex-Partners 1999 Semi-Annual Report Page 18
<PAGE>
INDUSTRIES/CLASSIFICATIONS SHARES OR FACE VALUE
AMOUNT
MULTIMEDIA - 0.7%
CBS Corp. # 9,700 422,556
NATURAL GAS DISTRIBUTOR - 0.2%
MCN Corp. 4,770 100,468
Williams Companies, Inc. 1,300 55,413
155,881
NETWORKING PRODUCTS - 1.8%
Cisco Systems, Inc. # 17,842 1,150,809
OFFICE AUTOMATION & EQUIPMENT - 1.1%
Hewlett Packard 5,070 502,564
Pitney Bowes, Inc. 1,325 86,291
Xerox Corp. 2,180 129,301
718,156
OIL/GAS--DOMESTIC - 1.5%
Ashland Oil 800 32,050
Atlantic Richfield 1,100 92,331
Baker Hughes 1,640 54,735
Burlington Resources 1,000 43,250
Devon Energy 1,200 43,575
Enron Corp. 1,500 121,688
Mobil Corp. 4,800 474,900
Noble Drilling Co. # 1,300 25,269
USX Marathon Group 2,800 91,000
978,798
OIL/GAS--INTERNATIONAL - 1.9%
Chevron Corp. 3,800 362,425
Exxon Corp. 11,050 857,066
1,219,491
OILFIELD SERVICES/EQUIPMENT - 0.5%
Coastal Corp. 1,900 76,713
Kerr-McGee Corp. 1,000 50,250
Schlumberger LTD 2,700 171,956
298,919
OIL & NATURAL GAS - 0.2%
Apache Corp. 1,400 54,775
Amerada Hess 500 29,813
Ocean Energy, Inc. # 10,160 106,045
190,633
PAPER & FOREST PRODUCTS - 0.2%
Bemis Co., Inc. 360 14,310
International Paper 1,615 82,163
Mead Corp. 840 35,123
131,596
PETROLEUM--INTEGRATED - 1.7%
Occidental Petroleum Corp. 3,100 65,681
Phillips Petroleum 1,600 80,300
Royal Dutch Petroleum 11,400 684,713
Texaco 3,100 193,944
Unocal Corp. 1,000 39,938
1,064,576
The Flex-Partners 1999 Semi-Annual Report Page 19
<PAGE>
INDUSTRIES/CLASSIFICATIONS SHARES OR FACE VALUE
AMOUNT
PIPELINES - 0.1%
K N Energy Inc. 800 10,700
K N Energy Inc. - PEPS 1,100 28,463
39,163
PROTECTION--SAFETY EQUIPMENT - 0.3%
Lo-Jack Corp. # 25,500 213,563
PUBLISHING - 0.9%
The Reader's Digest Association, Inc. 14,000 565,250
RAILROAD TRANSPORTATION - 0.2%
Burlington Northern Santa Fe 2,370 72,433
Union Pacific Corp. 1,240 72,385
144,818
RENTAL--AUTO/EQUIPMENT - 0.8%
Budget Group Inc. # 14,800 185,000
The Hertz Corp. 5,600 336,350
521,350
RESTAURANT - 1.4%
McDonalds Corp. 9,500 392,469
Wendy's International, Inc. 17,100 484,144
876,613
RETAIL GROCERY - 0.4%
Albertsons, Inc. 5,000 256,250
RETAIL STORE - 2.7%
Amazon.Com Inc. # 540 67,568
eBay Inc. # 320 48,320
Kmart # 40,000 655,000
PETsMART, Inc. # 30,000 307,500
Sears, Roebuck & Co. 6,000 270,000
WalMart Stores, Inc. 8,000 382,000
1,730,388
S&L / THRIFTS - SOUTHERN U.S. - 0.3%
Greater Atlantic Financial Corp. # 20,000 192,500
SERVICES - 0.1%
Paychex, Inc. 1,995 63,607
TELECOMMUNICATION EQUIPMENT - 1.8%
General Instrument Corp. # 620 26,505
Loral Space & Communications Ltd. # 10,110 181,348
Nokia Corp. - ADR - A # 1,890 172,935
Northern Telecom LTD 3,020 261,608
P-Com, Inc. # 8,760 45,853
QUALCOMM, Inc. # 2,720 390,320
Uniphase Corp. # 550 91,300
1,169,869
TELECOMMUNICATION SERVICES - 10.4%
AirTouch Communications # 2,730 293,902
Ameritech Corp. 5,440 397,800
Ascend Communications, Inc. # 7,460 786,098
AT&T 17,095 940,225
BCE, Inc. 3,420 167,580
The Flex-Partners 1999 Semi-Annual Report Page 20
<PAGE>
INDUSTRIES/CLASSIFICATIONS SHARES OR FACE VALUE
AMOUNT
Bell Atlantic Corp. 8,590 549,223
BellSouth Corp. 12,475 562,934
Century Telephone 1,730 68,768
Frontier Corp. 1,770 103,545
GTE Corp. 5,320 403,323
MCI Worldcom, Inc. # 9,933 856,721
Nextel Communications # 2,500 125,469
SBC Communications 10,515 601,327
Sprint Corp. 4,690 248,570
Sprint Corp. - PCS Group # 2,285 131,673
Star Telecommunications Inc. # 4,230 33,047
Tellabs, Inc. # 2,400 162,150
U.S. West, Inc. 2,665 156,069
6,588,424
TOBACCO - 2.8%
Gallaher Group, plc - ADR 11,400 278,588
Imperial Tobacco 5,500 120,313
Philip Morris Cos. 26,100 1,039,076
UST, Inc. 12,000 363,000
1,800,977
TOYS - 2.8%
Hasbro Bradley Inc. 10,650 298,200
JAKKS Pacific Co. # 5,400 160,988
Toys R Us Inc. # 64,000 1,324,000
1,783,188
TRANSPORTATION - 0.1%
FDX Corp. # 1,476 78,782
TRUCKING/TRANSPORTATION LEASING - 0.1%
CSX, Corp. 1,097 49,776
WASTE DISPOSAL--NON-HAZARDOUS - 0.3%
Allied Waste Industries, Inc. # 1,260 24,964
Waste Management, Inc. 3,048 163,259
188,223
TOTAL COMMON STOCKS
(Cost 42,061,786 ) 56,464,786
TREASURY OBLIGATIONS - 0.8%
U.S. Treasury Bills
** 4.30% 01/06/00 6,000 5,850
* 4.50% 09/09/99 500,000 495,553
TOTAL U.S. TREASURY OBLIGATIONS
(Cost 501,490 ) 501,403
REPURCHASE AGREEMENTS - 10.2%
State Street Bank & Trust Co., 4.90%, 07/01/99,
(Collateralized by $6,587,313 FFCB, 5.13%,
04/02/01, market value - $6,581,226) 6,452,000 6,452,000
TOTAL REPURCHASE AGREEMENT
(Cost 6,452,000 ) 6,452,000
TOTAL INVESTMENTS - 100.0%
(Cost 49,015,276 ) $63,418,189
The Flex-Partners 1999 Semi-Annual Report Page 21
<PAGE>
CONTRACTS VALUE
FUTURES CONTRACTS
Long, S&P 500 Futures, face amount $7,709,513 23 7,944,775
expiring September 1999
TOTAL FUTURES CONTRACTS $7,944,775
TRUSTEE DEFERRED COMPENSATION***
Flex-funds Highlands Growth Fund 293 6,967
Flex-funds Muirfield Fund 366 2,746
Flex-funds Total Return Utilities Fund 88 1,871
Flex Partners International Equity Fund 235 3,417
TOTAL TRUSTEE DEFERRED COMPENSATION
(Cost 13,286 ) $15,001
ADR: American Depositary Receipt
FFCB: Federal Farm Credit Bureau
PEPS: Premium Equity Partnership Security Units
# Represents non-income producing securities.
* Pledged as collateral on futures contracts.
** Pledged as collateral on Letter of Credit.
*** Assets of affiliates to the Growth Stock Portfolio held for the benefit of
the Portfolio's Trustees in connection with the Trustee Deferred
Compensation Plan.
See accompanying notes to financial statements.
The Flex-Partners 1999 Semi-Annual Report Page 22
<PAGE>
International Equity Fund
Portfolio of Investments as of June 30, 1999 (Unaudited)
INDUSTRIES/CLASSIFICATIONS SHARES OR FACE VALUE
AMOUNT
COMMON STOCKS - 100.0%
ADVERTISING - 0.5%
Telefonica Publicidad e
Informacion, SA # 3,550 $ 71,042
WPP Group plc 2,300 19,472
90,514
AEROSPACE/DEFENSE - 1.2%
Aerospatiale Matra # 4,400 101,703
British Aerospace plc 3,977 25,841
Finmeccanica SpA # 97,100 89,515
217,059
AGRICULTURAL OPERATIONS - 0.0%
Kuala Lumpur Kepong Bhd 2,000 2,737
AIR TRANSPORT - 0.4%
BAA plc 1,421 13,679
Cathay Pacific Airways 4,000 6,135
Japan Airlines Co. # 9,000 29,712
Singapore Airlines Ltd. 2,500 23,786
73,312
APPAREL - 0.6%
Alexon Group plc # 3,181 11,395
Castellum AB 5,700 53,896
Espirit Holdings Ltd. 12,000 8,120
Onward Kashiyama Co., Ltd. 3,000 32,930
106,341
AUTO & TRUCK - 3.6%
Aisin Seiki Co., Ltd. 2,000 21,079
Daimler Chrysler AG # 3,500 304,960
Honda Motor Co., Ltd. 3,000 127,017
Nissan Motor Co., Ltd. # 4,000 19,081
Toyota Motor Corp. 6,000 189,659
661,796
AUTOPARTS - 0.5%
Denso Corp. 2,000 40,606
GKN plc 2,904 49,630
90,236
BANKING - 13.9%
Abbey National plc 3,649 68,581
Allied Irish Banks plc 7,557 99,647
Argentaria, Caja Postal y Banco
Hipotecario de Espana, SA 4,000 91,382
Asahi Bank Ltd. 11,000 52,655
Australia & New Zealand Banking
Group Ltd. 3,300 24,439
Banca Nazionale del Lavoro # 31,440 99,432
Bank of Tokyo-Mitsubishi Ltd. 8,000 113,762
Banque Cantonale de Geneve 320 59,865
Banque Nationale de Paris 1,700 142,058
Barclays plc 3,991 116,261
Christiania Bank Og Kreditkasse 19,100 68,687
Credit Suisse Group 1,000 173,532
Credito Italiano 25,000 110,272
Dai-Ichi Kangyo Bank Ltd. 6,000 38,625
Den Danske Bank 400 43,460
The Flex-Partners 1999 Semi-Annual Report Page 23
<PAGE>
INDUSTRIES/CLASSIFICATIONS SHARES OR FACE VALUE
AMOUNT
Development Bank of Singapore Ltd. 1,200 14,659
HSBC Holdings plc 6,319 224,064
Halifax plc 2,380 28,431
Hang Seng Bank Ltd. 3,600 40,252
ING Groep NV 2,796 151,810
Industrial Bank of Japan Ltd. 7,000 55,462
Julius Baer Holding AG 24 68,587
Malayan Banking Bhd 4,000 12,000
National Australia Bank Ltd. 3,060 50,999
National Bank of Greece SA 650 42,463
National Bank of Greece SA
(Rights Issue: exercise 07/12/99)# 130 4,741
National Westminster Bank plc 859 18,232
Overseas-Chinese Banking Corp., Ltd. 3,000 25,019
Royal Bank of Scotland Group plc 3,623 73,867
San Paolo - IMI SpA 5,600 76,599
Sanwa Bank Ltd. 4,000 39,318
Schroders plc 975 19,940
Sumitomo Bank Ltd. 6,000 74,328
Tokai Bank Ltd. 6,000 34,168
UBS AG # 600 179,596
United Overseas Bank Ltd. 1,000 6,989
2,544,182
BEVERAGE -- ALCOHOLIC - 1.1%
Bass plc 3,084 44,798
Diageo plc 8,000 83,637
Foster's Brewing Group Ltd. 8,300 23,560
Fraser & Neave Ltd. 1,000 4,434
Kirin Brewery Co., Ltd. 2,000 23,934
Scottich & Newcastle plc 1,462 15,238
195,601
BROADCASTING -- CABLE TV - 0.4%
British Sky Broadcasting Group plc 2,270 21,081
Reuters Holdings plc 4,248 55,941
77,022
BROADCASTING & PUBLISHING - 0.4%
News Corporation Ltd. 7,900 67,886
BUILDING & CONSTRUCTION - 2.4%
AMEC plc 3,000 12,238
Blue Circle Industries plc 4,658 31,019
Compagnie de Saint Gobain 400 63,914
Grupo Acciona Sa 1,500 71,717
Obayashi Corp. 15,000 75,393
RMC Group plc 1,064 17,151
Sekisui House Ltd. 3,000 32,336
Suez Lyonnaise des Eaux 500 90,441
Taisei Corp. 10,000 21,954
Tostem Corp. 1,000 19,189
435,352
BUILDING MATERIALS - 0.8%
CRH plc 5,730 101,865
Wolseley plc 4,385 33,042
134,907
CHEMICALS - 1.8%
Air Liquide 550 86,744
BTP plc 4,500 30,855
SGL Carbon AG # 1,000 78,392
Shin-Etsu Chemical Co., Ltd. 4,000 133,702
329,693
The Flex-Partners 1999 Semi-Annual Report Page 24
<PAGE>
INDUSTRIES/CLASSIFICATIONS SHARES OR FACE VALUE
AMOUNT
CHEMICALS -- DIVERSIFIED - 1.4%
BOC Group plc 555 10,860
Hoechst AG 4,400 199,766
Imperial Chemical Industries plc 1,300 12,863
Sekisui Chemical Co., Ltd. 4,000 23,175
Sumitomo Chemical Co., Ltd. 6,000 27,483
274,147
COMPUTERS & PERIPHERALS - 1.8%
Atos SA # 425 43,514
Cap Gemini 322 50,751
Equant NV # 1,000 92,457
Fujitsu Ltd. 5,000 100,483
Misys plc 1,082 9,271
The Sage Group plc 289 10,284
Tecnost SpA # 10,800 26,751
333,511
CONTAINER/PAPER & PLASTIC - 0.1%
Bunzl plc 2,900 14,393
CONSUMER DURABLES - 0.2%
Unilever plc 4,582 40,820
COSMETICS - 0.3%
Kao Corp. 2,000 56,122
DATA PROCESSING - 0.0%
Industri-Matematik International
Corp. ADR 2,000 5,375
DISTRIBUTION WHOLESALER - 0.8%
Marubeni Corp. 14,000 29,233
Mitsubishi Corp. 3,000 20,303
Mitsui & Co. 13,000 90,554
140,090
DIVERSIFIED - 2.5%
Arriva plc 146 861
Billiton plc 2,445 8,537
Bodycote International plc 1,407 8,804
Brambles Industries Ltd. 1,050 27,859
Broken Hill Proprietary Co., Ltd. 3,150 36,749
Granada Group plc 2,247 41,735
Hays plc 800 8,439
Hutchison Whampoa Ltd. 9,500 86,018
Invensys plc 10,398 49,267
Keppel Corp. Ltd. 2,000 6,813
Rio Tinto Ltd. 1,590 26,258
Swire Pacific Ltd. 3,000 14,848
Vivendi 1,700 138,102
454,290
DRUG - 2.8%
AstraZeneca Group plc 3,248 125,780
Pharmacia & Upjohn, Inc. 1,350 74,993
Rhone - Poulenc SA 1,400 64,156
Roche Holding AG 7 72,161
Smithkline Beecham plc 12,602 163,965
501,055
ELECTRIC PRODUCTION -- MISCELLANEOUS - 2.6%
British Energy plc 831 7,081
CLP Holdings Ltd. 5,500 26,725
The Flex-Partners 1999 Semi-Annual Report Page 25
<PAGE>
INDUSTRIES/CLASSIFICATIONS SHARES OR FACE VALUE
AMOUNT
Chubu Electric Power Co., Inc. 2,800 46,796
EDP - Electricidade de Portugal, SA 3,500 63,200
Hitachi Ltd. 15,000 140,511
National Power plc 1,600 11,665
Scottish Power plc 1,383 11,960
Scottish & Southern Energy plc 3,600 36,870
Shandong International Power
Development Co., Ltd.# 12,000 2,469
Tenaga Nasional Bhd 3,000 6,908
Thomson CSF 2,500 87,131
Tokyo Electric Power Co. 1,400 29,868
471,184
ELECTRONIC COMPONENT -- MISCELLANEOUS - 3.8%
Hirose Electric Co., Ltd. 400 41,464
Johnson Electric Holdings Ltd. 2,000 8,249
Kyocera Corp. 1,000 58,598
Mabuchi Motor Co., Ltd. 900 83,564
Matsushita Electric Industrial
Co., Ltd. 4,000 77,580
NEC Corp. 1,000 12,421
Omron Corp. 3,000 51,995
Perlos Oyj # 9,600 140,982
Sony Corp. 1,000 107,704
Sumitomo Electric Industries 3,000 34,069
Toshiba Corp. 11,000 78,348
694,974
ENGINEERING RESEARCH & DEVELOPMENT - 0.5%
ABB Ltd. # 891 84,206
Sembcorp Industries Ltd. # 3,000 4,757
Singapore Technologies Engineering Ltd. 6,000 6,801
95,764
FINANCE - 2.8%
Acom Co., Ltd. 500 43,123
Credit Saison Co., Ltd. 2,900 60,554
Compagnie Financiere de Paribas 775 87,124
Daiwa Securities Group Inc. 4,000 26,740
Lend Lease Corp., Ltd. 1,300 17,977
Lloyds TSB Group plc 13,412 182,017
The Nikko Securities Co., Ltd. 6,000 38,625
Nomura Securities Co., Ltd. 4,000 46,779
502,939
FINANCIAL SERVICES - 0.4%
Legal & General Group plc 11,724 29,879
Unidanmark A/S 750 50,146
80,025
FOOD -- DIVERSIFIED - 2.3%
Cadbury Schweppes plc 4,120 26,266
Danone 300 77,565
J Sainsbury plc 1,758 11,097
Nestle SA 100 180,692
Royal Canin SA 1,800 104,247
Tesco plc 8,467 21,812
421,679
FOOD -- RETAIL - 0.4%
Nissin Food Products 3,000 73,041
Somerfield plc 1,500 7,042
80,083
HOTEL/GAMING - 0.8%
Accor SA 560 141,024
The Flex-Partners 1999 Semi-Annual Report Page 26
<PAGE>
INDUSTRIES/CLASSIFICATIONS SHARES OR FACE VALUE
AMOUNT
Genting Bhd 1,400 5,342
Ladbroke Group plc 2,173 8,624
154,990
HOUSEHOLD PRODUCTS - 1.7%
Asahi Glass Co., Ltd. 6,000 38,873
Benckiser NV 1,912 102,330
Electrolux AB - Series B 4,000 84,153
Hunter Douglas NV 2,714 93,467
318,823
HUMAN RESOURCES - 0.4%
Vedior 4,051 69,127
INSURANCE -- MULTILINE - 1.9%
Allied Zurich AG # 4,896 61,616
AMP Limited 1,800 19,819
Axa 1,050 128,463
CNP Assurances # 1,500 41,094
ERGO Versicherungs Gruppe AG 570 67,173
Royal & Sun Alliance Insurance
Group plc 3,147 28,257
346,422
INSURANCE -- PROPERTY/CASUALTY - 0.5%
Allianz AG 300 83,801
INSURANCE - 3.6%
Assicurazioni Generali 4,356 151,547
Fortis AG # 2,500 78,728
Muenchener Rueckversicherungs -
Gesellschaft AG 800 148,925
Norwich Union plc 1,500 10,184
Prudential Corp., plc 3,625 53,429
Skandia Forsakrings AB 9,100 171,013
Sun Life and Provincial Holdings plc 2,601 18,604
Tokio Marine & Fire Insurance Co. 3,000 32,633
665,063
INVESTMENT COMPANIES - 0.5%
Cosco Pacific Ltd. 6,000 4,988
NH Hoteles, SA # 7,000 89,913
Sime Darby Bhd 4,000 5,242
100,143
MACHINERY - 3.1%
Amada Co., Ltd. 6,000 42,339
Kubota Corp. 20,000 59,753
Mannesmann AG 1,600 239,736
Schneider Electric SA 1,500 84,468
Sidel SA 750 91,449
Toshiba Machine Co., Ltd. # 23,000 49,544
567,289
MANUFACTURING - 1.2%
FKI plc 5,628 17,407
General Electric Co. plc 6,493 66,293
Mitsubishi Heavy Industries Ltd. 9,000 36,471
Siemens AG 1,200 92,954
213,125
MEDICAL PRODUCTS - 4.1%
Glaxo Wellcome plc 7,902 219,842
Novartis AG 250 366,094
The Flex-Partners 1999 Semi-Annual Report Page 27
<PAGE>
INDUSTRIES/CLASSIFICATIONS SHARES OR FACE VALUE
AMOUNT
Takeda Chemical Industries 2,000 92,601
Yamanouchi Pharmaceutical Co., Ltd. 2,000 76,425
754,962
MINING - 0.7%
Mitsui Mining & Smelting Co., Ltd. 6,000 30,950
Rio Tinto plc 3,739 62,750
Sumitomo Metal Mining Co. 7,000 28,886
122,586
MULTIMEDIA & ENTERTAINMENT - 0.3%
Airtours plc 1,880 15,012
Pearson plc 2,146 43,652
58,664
OFFICE AUTOMATION & EQUIPMENT - 0.2%
Canon, Inc. 1,000 28,721
OIL & NATURAL GAS - 7.8%
Australia Gas & Light 1,300 7,964
BG plc 10,315 63,076
British Petroleum Co., plc 22,678 406,898
Centrica plc # 5,071 11,922
Elf Aquitain SA 1,200 176,600
ENI SpA # 17,000 100,566
Hong Kong & China Gas Co., Ltd. 8,800 12,760
Nippon Oil Co. 6,000 25,750
Repsol - YPF, SA 2,500 51,193
Royal Dutch Petroleum Co. 5,250 308,398
Shell Transport & Trading Co. 1,618 12,147
Tokyo Gas Co. 26,000 64,590
Total Fina SA # 1,400 181,130
1,422,994
OPTICAL SUPPLIES - 0.3%
Hoya Corp. 1,000 56,369
PAPER & FOREST PRODUCTS - 0.9%
Stora Kopparbergs Bergslags
Aktiebolag 14,877 161,769
PHOTOGRAPHIC EQUIPMENT & SUPPLIES - 0.2%
Fuji Photo Film 1,000 37,800
PRINTING -- COMMERCIAL - 0.2%
Dai Nippon Printing Co., Ltd. 2,000 31,940
PROTECTION -- SAFETY EQUIPMENT - 0.6%
Secom Co., Ltd. 1,000 103,990
PUBLISHING - 0.8%
EMAP plc 550 9,634
Johnston Press plc 5,266 24,141
Reed International plc 815 5,443
Singapore Press Holdings Ltd. 946 16,112
South China Morning Post
Holdings Ltd. 9,000 5,046
Verenigde Nederlandse
Uitgeversbedrijven Verenigd Bezit 2,200 88,166
148,542
REAL ESTATE MANAGEMENT & INVESTMENT - 1.7%
British Land Co., plc 3,668 30,707
Chelsfield plc 1,620 7,644
Cheung Kong Holdings Ltd. 6,000 53,360
City Developments Ltd. 4,000 25,606
HKR International Ltd. 12,080 10,432
The Flex-Partners 1999 Semi-Annual Report Page 28
<PAGE>
INDUSTRIES/CLASSIFICATIONS SHARES OR FACE VALUE
AMOUNT
Land Securities plc 1,094 14,726
Mitsubishi Estate Co., Ltd. 8,000 77,976
New World Development Co., Ltd. 4,000 11,987
Sun Hung Kai Properties Ltd. 5,000 45,595
Westfield Holdings Ltd. 4,200 25,927
303,960
RECREATION - 0.4%
Parques Reunidos, SA # 3,000 26,372
TAB Ltd. # 9,590 19,499
TABCORP Holdings Ltd. 2,800 19,002
64,873
RETAIL - 0.4%
Cafe De Coral Holdings 18,000 7,888
Coles Myer Ltd. 3,200 18,752
Cycle & Carriage Ltd. 1,000 5,756
Great Universal Stores plc 2,065 22,908
Next plc 1,300 15,807
Whitbread plc 563 8,733
79,844
RETAIL GROCERY - 0.9%
Ito-Yokado Co., Ltd. 1,000 66,851
Laurus NV 1,292 30,064
Superdiplo SA # 3,000 66,706
163,621
RETAIL STORE - 1.5%
Boots Co., plc 1,190 14,150
Debenhams plc 1,627 10,938
Family Mart Co., Ltd. 1,000 45,805
Karstadt AG 165 79,349
Kingfisher plc 5,207 59,983
Marui Co. 3,000 49,519
Uny Co., Ltd. 1,000 15,021
W.H. Smith Group plc 690 6,637
281,402
STEEL -- INTEGRATED - 0.9%
British Steel plc 10,900 28,252
Nippon Steel Corp. 30,000 69,575
Sumitomo Metal Industries Ltd. # 18,000 22,432
Usinor SA 3,500 52,305
172,564
TELECOMMUNICATIONS - 3.1%
Cable & Wireless plc 3,591 45,816
Nippon Telegraph & Telephone Corp. 25 292,989
PrimaCom AG # 1,500 67,482
Singapore Telecommunications Ltd. 12,000 20,579
Societe Europeenne des Satellites 500 73,428
Telecom Corporation of New Zealand Ltd. 6,900 29,798
Television Broadcasts Ltd. 1,000 4,692
Tokyo Broadcasting System, Inc. 2,000 28,886
563,670
TELECOMMUNICATION EQUIPMENT - 3.7%
Alcatel Alsthom 715 100,935
Nokia Oyj 2,000 175,814
Telefonaktiebolaget LM Ericsson 4,200 135,272
Telefonica de Espana # 40 1,932
The Flex-Partners 1999 Semi-Annual Report Page 29
<PAGE>
INDUSTRIES/CLASSIFICATIONS SHARES OR FACE VALUE
AMOUNT
Teleste Corp. 6,325 57,564
Vodafone AirTouch plc 10,666 210,394
681,911
TELECOMMUNICATION SERVICES - 3.8%
British Telecommunications plc 16,273 272,974
China Telecom Ltd. # 4,000 11,110
Debitel AG # 1,050 29,102
Hong Kong Telecommunications Ltd. 25,600 66,487
NetCom AB - B shares # 2,150 72,677
Sonera Group Oyj # 3,750 82,219
Telecel-Comunicacaoes Pessoais SA 350 45,246
Telegate AG # 1,500 51,193
Telekom Malaysia Bhd 2,000 7,474
Telestra Corp., Ltd. # 8,900 51,364
689,846
TEXTILE PRODUCTS - 0.1%
Toray Industries, Inc. 3,000 15,004
TIRE & RUBBER - 0.3%
Bridgestone Corp. 2,000 60,413
TOBACCO - 1.3%
British American Tobacco plc 2,220 20,897
Rothmans of Pall Mall Bhd 400 3,026
Swedish Match AB 15,000 53,719
Tabacalera SA 8,000 162,163
239,805
TRANSPORTATION - 1.6%
East Japan Railway Co. 9 48,504
Malaysia International Shipping Bhd 1,000 1,829
National Express Group plc 989 15,802
Nippon Yusen Kabushiki Kaisha 5,000 19,230
Peninsular and Oriental Steam
Navigation Co. 3,449 51,842
Railtrack Group plc 1,999 40,914
Stagecoach Holdings plc 2,700 9,683
TNT Post Group NV 1,109 26,551
Tokyu Corp. 7,000 17,621
Yamato Transport Co., Ltd. 4,000 69,657
301,633
WATER UTILITY - 0.2%
Kurita Water Industries Ltd. 1,000 17,909
Pennon Group plc 543 9,117
Severn Trent plc 568 8,394
35,420
TOTAL COMMON STOCKS
(Cost $16,487,053 ) 18,294,175
TOTAL INVESTMENTS - 100.0%
(Cost $16,487,053 ) 18,294,175
The Flex-Partners 1999 Semi-Annual Report Page 30
<PAGE>
INDUSTRIES/CLASSIFICATIONS SHARES OR FACE VALUE
AMOUNT
TRUSTEE DEFERRED COMPENSATION*
Flex-funds Highlands Growth Fund 134 3189
Flex-funds Muirfield Fund 158 1186
Flex-funds Total Return Utilities Fund 43 907
Flex Partners International Equity Fund 106 1541
TOTAL TRUSTEE DEFERRED COMPENSATION
(Cost $6,057 ) $6,823
ADR: American Depositary Receipt
* Assets of affiliates to the International Equity Fund held for the benefit
of the Portfolio's Trustee in connection with the Trustee Deferred
Compensation Plan.
Portfolio Composition by Country of Domicile as of 06/30/99.
Japan - 23.0% Hong Kong - 2.3%
United Kingdom - 21.8% Ireland - 1.1%
France - 12.7% Singapore - 0.9%
Germany - 7.9% Belgium - 0.8%
Switzerland - 6.6% Portugal - 0.6%
Netherlands - 4.6% Denmark - 0.5%
Sweden - 4.5% Malaysia - 0.4%
Italy - 3.5% Norway - 0.4%
Spain - 3.1% Greece - 0.3%
Australia - 2.4% New Zealand - 0.2%
Finland - 2.4%
See accompanying notes to financial statements.
The Flex-Partners 1999 Semi-Annual Report Page 31
<PAGE>
STATEMENTS OF ASSETS AND LIABILITIES
JUNE 30, 1999 (Unaudited)
TACTICAL ASSET UTILITY CORE
ALLOCATION GROWTH EQUITY
FUND FUND FUND
Assets:
Investment in corresponding
portfolio, at value $19,098,905 $3,029,874 $11,524,191
Receivable for capital stock issued 183,425 1,429 108,929
Receivable from investment adviser 4,233 13,147 4,733
Unamortized organization costs 7,853 5,606 6,174
Other assets 3,683 17,475 8,467
Total Assets 19,298,099 3,067,531 11,652,494
Liabilites:
Payable for capital stock redeemed 1,401 925 1,102
Dividends payable --- 2,966 ---
Accrued transfer agent and
administrative fees 2,723 714 834
Accrued 12b-1 and shareholder
service fees -- Class A 105 2,079 9,749
Accrued 12b-1 and shareholder
service fees -- Class C 51,126 2,686 9,126
Organizational costs due to adviser 4,524 3,472 2,108
Other accrued liabilities 4,013 11,340 56,106
Total Liabilities 63,892 24,182 79,025
Net Assets 19,234,207 3,043,349 11,573,469
Components of Net Assets:
Capital 15,394,770 1,832,018 9,506,333
Accumulated undistributed
(distributions in excess of) net
investment income 851 3,903 (15,114)
Accumulated undistributed net
realized gains from investment
transactions 3,427,059 442,886 822,650
Net unrealized appreciation of
investments of investments 411,527 764,542 1,259,600
Total Net Assets $19,234,207 $3,043,349 $11,573,469
Net Assets:
Class A Shares $121,914 $1,692,945 $8,437,359
Class C Shares 19,112,293 1,350,404 3,136,110
19,234,207 3,043,349 11,573,469
Outstanding units of beneficial
interest (shares): (indefinite
number of shares authorized,
$0.10 par value)
Class A Shares 7,900 81,171 480,065
Class C Shares 1,120,706 65,577 178,560
1,128,606 146,748 658,625
Net asset value -- redemption price
per share:
Class A Shares $15.43 $20.86 $17.58
Class C Shares * $17.05 $20.59 $17.56
Sales charge -- Class A Shares 5.75% 5.75% 5.75%
Maximum offering price per share --
Class A Shares (100%/(100% - sales
charge) of net asset value adjusted
to nearest cent) $16.37 $22.13 $18.65
* Redemption price varies based upon holding period.
See accompanying notes to financial statements.
The Flex-Partners 1999 Semi-Annual Report Page 32
<PAGE>
STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1999 (Unaudited)
TACTICAL ASSET UTILITY CORE
ALLOCATION GROWTH EQUITY
FUND FUND FUND
Net Investment Income from Corresponding Portfolio:
Interest $158,216 $2,194 $20,375
Dividends 11,258 45,978 55,823
Expenses (68,248) (18,577) (56,298)
Total Net Investment Income from
Corresponding Portfolio 101,226 29,595 19,900
Fund Expenses:
Administrative fee 3,980 725 2,454
Transfer agent fees 9,918 4,177 3,982
Shareholder service -- Class A Shares 82 2,015 8,796
Shareholder service -- Class C Shares 19,820 1,611 3,477
Audit fees --- 985 ---
Legal fees 95 530 102
Printing 95 380 102
Amortization of organizational costs 4,085 2,902 992
Postage 2,719 94 236
12b-1 fees -- Class A Shares 82 2,015 8,796
12b-1 fees -- Class C Shares 59,460 4,832 10,431
Registration and filing fees 12,950 72 6,745
Insurance 358 98 6
Other expenses 3,257 18 998
Total Expenses 116,901 20,454 47,117
Expenses reimbursed
by investment adviser (16,605) (9,142) (13,338)
Net Expenses 100,296 11,312 33,779
NET INVESTMENT INCOME (LOSS) 930 18,283 (13,879)
NET REALIZED AND UNREALIZED GAIN (LOSS)
FROM INVESTMENTS:
Net realized gains (losses) from
futures contracts (109,727) --- 8,156
Net realized gains from
investment transactions 3,482,351 448,277 660,366
Net change in unrealized appreciation
of investments (1,624,393) (114,163) 751,741
NET GAIN FROM INVESTMENTS 1,748,231 334,114 1,398,653
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $1,749,161 $352,397 $1,384,774
See accompanying notes to financial statements.
The Flex-Partners 1999 Semi-Annual Report Page 33
<PAGE>
STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 1999 (Unaudited)
INTERNATIONAL EQUITY FUND
Assets:
Investments, at value (cost $16,487,053) $18,294,172
Cash and foreign currency, at value 525,996
(cost $525,795)
Receivable for capital stock issued 31,561
Receivable for investments sold 403,492
Dividends, interest and tax reclaims
receivable, at value 98,467
Receivable from investment adviser 14,325
Unamortized organization costs 18,489
Trustee Deferred Compensation Plan asset, 6,822
at value ($6,057)
Other assets 4,185
Total Assets 19,397,509
Liabilites:
Payable for investments purchased 699,295
Payable for capital stock redeemed 775
Accrued management fees 15,271
Accrued fund accounting fees 2,239
Accrued transfer agent fees 1,427
Accrued administrative fees 1,179
Accrued 12b-1 distribution and shareholder 16,672
service fee
Trustee Deferred Compensation Plan, at value 6,822
Other accrued liabilities 22,841
Total Liabilities 766,521
Net Assets $18,630,988
Components of Net Assets:
Capital $15,856,702
Accumulated distributions in excess
of net investment income (25,369)
Accumulated undistributed net realized gains
from investment and foreign 1,006,748
currency transactions
Net unrealized appreciation of
investments and foreign currency 1,792,907
Total Net Assets $18,630,988
Net Assets: $18,630,988
Outstanding units of beneficial 1,253,356
interest (shares)
Net asset value -- redemption price per share: $14.86
Maximum sales charge 5.75%
Maximum offering price per share
(100%/(100% - sales charge) of net asset value
adjusted to nearest cent) $15.77
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1999 (Unaudited)
INTERNATIONAL EQUITY FUND
Investment Income:
Interest $2,759
Dividends 261,686
Foreign taxes withheld (27,126)
Total Investment Income 237,319
Expenses:
Investment management fees 91,172
Administration fees 4,559
Distribution (12b-1) fees 20,793
Fund accounting fees 14,876
Transfer agent fees 9,117
Audit fees 3,806
Legal fees 465
Custody fees 54,285
Trustees fees and expenses 3,498
Postage expense 479
Registration expense 4,904
Printing expense 994
Amortization of organizational costs 2,889
Other expenses 2,396
Total Expenses 214,233
Expenses reimbursed by investment adviser (31,684)
Net Expenses 182,549
NET INVESTMENT INCOME 54,770
NET REALIZED AND UNREALIZED GAIN (LOSS)
FROM INVESTMENTS:
Net realized gains from investments
and foreign currency transactions 886,226
Net change in unrealized appreciation
of investments (426,704)
NET GAIN FROM INVESTMENTS 459,522
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $514,292
See accompanying notes to financial statements.
The Flex-Partners 1999 Semi-Annual Report Page 34
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE SIX MONTHS ENDED JUNE 30, 1999 (Unaudited)
<TABLE>
<CAPTION>
TACTICAL ASSET ALLOCATION FUND UTILITY GROWTH FUND CORE EQUITY FUND
TOTAL CLASS A CLASS C TOTAL CLASS A CLASS C TOTAL CLASS A CLASS C
----- ------- ------- ----- ------- ------- ----- ------- -------
INCREASE (DECREASE) IN NET ASSETS:
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
OPERATIONS:
Net investment income (loss) $930 $85 $845 $18,283 $11,353 $6,930 ($13,879) ($8,145) ($5,734)
Net realized gains from
investment and futures
contract transactions 3,372,624 13,085 3,359,539 448,277 247,955 200,322 668,522 486,484 182,038
Net change in unrealized
appreciation of investments (1,624,393) (5,342) (1,619,051) (114,163) (61,184) (52,979) 730,131 533,128 197,003
Net increase in net assets
resulting from operations 1,749,161 7,828 1,741,333 352,397 198,124 154,273 1,384,774 1,011,467 373,307
DIVIDENDS AND DISTRIBUTIONS
TO SHAREHOLDERS:
From net investment income (79) (79) --- (14,956) (8,745) (6,211) --- --- ---
Net decrease in net assets
resulting from dividends
and distributions (79) (79) --- (14,956) (8,745) (6,211) --- --- ---
CAPITAL TRANSACTIONS:
Issued 3,348,514 55,533 3,292,981 276,354 267,249 9,105 5,280,704 3,041,018 2,239,686
Reinvested (11,007) (50) (10,957) 11,617 6,718 4,899 (540) (332) (208)
Redeemed (892,663) (64) (892,599) (431,515) (320,673) (110,842)(2,931,968) (989,424) (1,942,544)
Net increase (decrease) in
net assets resulting from
capital share transactions 2,444,844 55,419 2,389,425 (143,544) (46,706) (96,838) 2,348,196 2,051,262 296,934
TOTAL INCREASE IN NET ASSETS 4,193,926 63,168 4,130,758 193,897 142,673 51,224 3,732,970 3,062,729 670,241
NET ASSETS - Beginning
of period 15,040,281 58,746 14,981,535 2,849,452 1,550,272 1,299,180 7,840,499 5,374,630 2,465,869
NET ASSETS - End of period $19,234,207 $121,914 $19,112,293 $3,043,349 $1,692,945 $1,350,404 $11,573,469 $8,437,359 $3,136,110
SHARE TRANSACTIONS:
Issued 202,735 3,669 199,066 14,371 13,887 484 323,764 187,344 136,420
Reinvested --- --- --- 599 345 254 --- --- ---
Redeemed (55,466) (4) (55,462) (22,314) (16,452) (5,862) (176,953) (58,180) (118,773)
Change in shares 147,269 3,665 143,604 (7,344) (2,220) (5,124) 146,811 129,164 17,647
</TABLE>
STATEMENT OF CHANGES IN NET ASSETS
FOR THE SIX MONTHS ENDED JUNE 30, 1999 (Unaudited)
INTERNATIONAL EQUITY FUND
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income $54,770
Net realized gains from investments
and foreign currency transactions 886,226
Net change in unrealized appreciation
of investments (426,704)
Net increase in net assets
resulting from operations 514,292
CAPITAL TRANSACTIONS:
Issued 428,972
Reinvested ---
Redeemed (585,644)
Net decrease in net assets resulting from
capital share transactions (156,672)
TOTAL INCREASE IN NET ASSETS 357,620
NET ASSETS - Beginning of period 18,273,368
NET ASSETS - End of period $18,630,988
SHARE TRANSACTIONS:
Issued 30,114
Reinvested ---
Redeemed (39,912)
Change in shares (9,798)
See accompanying notes to financial statements.
The Flex-Partners 1999 Semi-Annual Report Page 35
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
TACTICAL ASSET ALLOCATION FUND UTILITY GROWTH FUND CORE EQUITY FUND
TOTAL CLASS A CLASS C TOTAL CLASS A CLASS C TOTAL CLASS A CLASS C
----- ------- ------- ----- ------- ------- ----- ------- -------
INCREASE (DECREASE) IN NET ASSETS:
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
OPERATIONS:
Net investment income $53,931 $216 $53,715 $29,239 $17,208 $12,031 (77) $983 ($1,060)
Net realized gains (losses)
from investment and futures
contract transactions 902,170 3,583 898,587 (5,391) (22,770) 17,379 291,655 189,663 101,992
Net change in unrealized
appreciation of investments 2,504,806 9,221 2,495,585 288,302 206,323 81,979 502,895 390,385 112,510
Net increase in net assets
resulting from operations 3,460,907 13,020 3,447,887 312,150 200,761 111,389 794,473 581,031 213,442
DIVIDENDS AND DISTRIBUTIONS
TO SHAREHOLDERS:
From net investment income (53,931) (216) (53,715) (28,275) (16,244) (12,031) (983) (983) ---
In excess of net investment
income --- --- --- (388) --- (388) (175) (175) ---
From net realized gains (288,528) (1,127) (287,401) --- --- --- (115,378) (76,889) (38,489)
Net decrease in net assets
resulting from dividends
and distributions (342,459) (1,343) (341,116) (28,663) (16,244) (12,419) (116,536) (78,047) (38,489)
CAPITAL TRANSACTIONS:
Issued 1,537,614 9,651 1,527,963 1,234,768 899,057 335,711 9,795,113 4,836,253 4,958,860
Reinvested 343,504 1,343 342,161 27,166 15,269 11,897 113,551 76,538 37,013
Redeemed (4,496,048) (5) (4,496,043)(1,264,535) (833,891) (430,644) (3,071,047) (286,572) (2,784,475)
Net increase (decrease) in net
assets resulting from capital
share transactions (2,614,930) 10,989 (2,625,919) (2,601) 80,435 (83,036) 6,837,617 4,626,219 2,211,398
TOTAL INCREASE (DECREASE)
IN NET ASSETS 503,518 22,666 480,852 280,886 264,952 15,934 7,515,554 5,129,203 2,386,351
NET ASSETS - Beginning of
period 14,536,763 36,080 14,500,683 2,568,566 1,285,320 1,283,246 324,945 245,427 79,518
NET ASSETS - End of period $15,040,281 $58,746 $14,981,535 $2,849,452 $1,550,272 $1,299,180 $7,840,499 $5,374,630 $2,465,869
SHARE TRANSACTIONS:
Issued 124,826 875 123,951 76,704 57,353 19,351 702,814 347,932 354,882
Reinvested 23,573 101 23,472 1,567 876 691 7,470 5,036 2,434
Redeemed (354,387) --- (354,387) (72,921) (48,837) (24,084) (224,121) (21,437) (202,684)
Change in shares (205,988) 976 (206,964) 5,350 9,392 (4,042) 486,163 331,531 154,632
</TABLE>
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1998
INTERNATIONAL EQUITY FUND
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income ($29,201)
Net realized gains (losses) from investment
and futures contract transactions 381,420
Net change in unrealized appreciation
of investments 2,333,615
Net increase in net assets resulting from
operations 2,685,834
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income ---
In excess of net investment income (50,938)
From net realized gains (98,118)
Net decrease in net assets resulting from
dividends and distributions (149,056)
CAPITAL TRANSACTIONS:
Issued 5,048,139
Reinvested 149,026
Redeemed (1,650,643)
Net increase (decrease) in net assets
resulting from capital share transactions 3,546,522
TOTAL INCREASE (DECREASE) IN NET ASSETS 6,083,300
NET ASSETS - Beginning of period 12,190,068
NET ASSETS - End of period $18,273,368
SHARE TRANSACTIONS:
Issued 376,007
Reinvested 10,299
Redeemed (123,624)
Change in shares 262,682
See accompanying notes to financial statements.
The Flex-Partners 1999 Semi-Annual Report Page 36
<PAGE>
<TABLE>
FINANCIAL HIGHLIGHTS
TACTICAL ASSET ALLOCATION FUND
<CAPTION>
Six Months Ended Year ended Year ended Year ended 1/1/95* to
6/30/99 (Unaudited) December 31, 1998 December 31, 1997 December 31, 1996 12/31/95
CLASS A CLASS C CLASS A CLASS C CLASS A CLASS C CLASS A** CLASS C CLASS C
------- ------- ------- ------- ------- ------- --------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period $13.87 $15.33 $11.07 $12.25 $12.56 $13.52 $12.50 $13.26 $12.50
Income from Investment Operations:
Net investment income 0.01 --- 0.05 0.05 0.40 0.14 0.14 0.10 (0.02)
Net gains (losses) from investments 1.56 1.72 3.07 3.38 1.78 2.26 0.55 0.57 1.84
Total from investment operations 1.57 1.72 3.12 3.43 2.18 2.40 0.69 0.67 1.82
Less Dividends and Distributions:
From net investment income (0.01) --- (0.05) (0.05) (0.40) (0.14) (0.14) (0.10) ---
From net realized gains --- --- (0.27) (0.30) (2.93) (3.17) (0.49) (0.31) (1.06)
In excess of net realized gains --- --- --- --- (0.34) (0.36) --- --- ---
Total distributions (0.01) --- (0.32) (0.35) (3.67) (3.67) (0.63) (0.41) (1.06)
Net Asset Value, End of Period $15.43 $17.05 $13.87 $15.33 $11.07 $12.25 $12.56 $13.52 $13.26
Total Return 11.32%(1) 11.22%(1) 28.38% 28.13% 17.29% 17.71% 5.51%(1) 5.07% 14.57%(1)
Ratios/Supplementary Data
Net assets, end of period ($000) $122 $19,112 $59 $14,982 $36 $14,501 $137 $13,943 $11,524
Ratio of expenses to
average net assets 1.90%(2) 2.12%(2) 2.00% 2.10% 2.00% 2.10% 1.73%(2) 2.00% 1.97%(2)
Ratio of net investment income to
average net assets 0.26%(2) 0.01%(2) 0.45% 0.39% 0.99% 0.86% 2.60%(2) 0.75% (0.29%)(2)
Ratio of expenses to average net assets
before waiver of fees 7.71%(2) 2.30%(2) 10.38% 2.48% 6.16% 2.50% 5.23%(2) 2.40% 2.80%(2)
Ratio of net investment income to average
net assets before waiver of fees (5.55%)(2) (0.17%)(2) (7.93%) 0.01% (3.17%) 0.46% (0.90%)(2) 0.35% (1.12%)(2)
Portfolio turnover(3) 150.75 150.75 128.31% 128.31% 395.42% 395.42% 297.41% 297.41% 186.13%
<FN>
* Date of commencement of operations
** August 1, 1996 (date of commencement of operations) to December 31, 1996
(1) Not Annualized
(2) Annualized
(3) Represents turnover rate of corresponding portfolio.
</FN>
</TABLE>
See accompanying notes to financial statements.
The Flex-Partners 1999 Semi-Annual Report Page 37
<PAGE>
<TABLE>
FINANCIAL HIGHLIGHTS
UTILITY GROWTH FUND
<CAPTION>
Six Months Ended Year ended Year ended Year ended July 11, 1995*
6/30/99 (Unaudited) December 31, 1998 December 31, 1997 December 31, 1996 to Dec. 31, 1995
CLASS A CLASS C CLASS A CLASS C CLASS A CLASS C CLASS A CLASS C CLASS A CLASS C
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning Period $18.53 $18.38 $17.37 $17.17 $15.09 $14.91 $14.26 $14.27 $12.50 $12.50
Income from Investment Operations:
Net investment income 0.14 0.10 0.23 0.16 0.22 0.19 0.29 0.26 0.12 0.10
Net gains (losses) from investments 2.24 2.20 1.20 1.21 4.03 3.99 1.48 1.49 1.76 1.77
Total from investment operations 2.38 2.30 1.43 1.37 4.25 4.18 1.77 1.75 1.88 1.87
Less Dividends and Distributions:
From net investment income (0.11) (0.09) (0.21) (0.16) (0.22) (0.19) (0.29) (0.26) (0.12) (0.10)
From net realized gains --- --- --- --- (1.75) (1.73) (0.65) (0.85) --- ---
Total distributions (0.11) (0.11) (0.21) (0.16) (1.97) (1.92) (0.94) (1.11) (0.12) (0.10)
Net Asset Value, End of Period $20.86 $20.59 $18.59 $18.38 $17.37 $17.17 $15.09 $14.91 $14.26 $14.27
Total Return 12.81%(1) 12.56%(1) 8.34% 8.08% 28.41% 28.25% 12.61% 12.45% 15.11%(1) 15.07%(1)
Ratios/Supplementary Data
Net assets, end of period ($000) $1,693 $1,350 $1,550 $1,299 $1,285 $1,283 $1,377 $1,515 $641 $782
Ratio of expenses to
average net assets 1.91%(2) 2.25%(2) 2.00% 2.25% 2.00% 2.25% 1.75% 2.00% 1.75%(2) 2.00%(2)
Ratio of net investment income to
average net assets 1.41%(2) 1.08%(2) 1.20% 0.93% 1.36% 1.21% 2.03% 1.85% 2.17%(2) 1.72%(2)
Ratio of expenses to average net
assets before waiver of fees 2.44%(2) 3.01%(2) 3.80% 4.31% 4.03% 4.51% 4.37% 4.65% 22.70%(2) 13.37%(2)
Ratio of net investment income
to average net assets before
waiver of fees 0.88%(2) 0.32%(2) -0.60% -1.13% (0.67%) (1.05%) (0.59%) (0.80%) (18.78%)(2)(9.55%)(2)
Portfolio turnover(3) 22.61% 22.61% 51.36% 51.36% 41.22% 41.22% 50.79% 50.79% 5.06% 5.06%
<FN>
* Date of commencement of operations
(1) Not Annualized
(2) Annualized
(3) Represents turnover rate of corresponding portfolio
</FN>
</TABLE>
See accompanying notes to financial statements.
The Flex-Partners 1999 Semi-Annual Report Page 38
<PAGE>
<TABLE>
FINANCIAL HIGHLIGHTS
CORE EQUITY FUND
<CAPTION>
Six Months Ended Year ended August 1, 1997* to
6/30/99 (Unaudited) December 31, 1998 December 31, 1997
CLASS A CLASS C CLASS A CLASS C CLASS A CLASS C
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period $15.32 $15.32 $12.67 $12.66 $12.50 $12.50
Income from Investment Operations:
Net investment income (0.02) (0.03) --- (0.01) 0.01 (0.01)
Net gains (losses) from investments 2.28 2.27 2.88 2.90 0.24 0.24
Total from investment operations 2.26 2.24 2.88 2.89 0.25 0.23
Less Dividends and Distributions:
From net investment income --- --- --- --- (0.01) ---
From net realized gains --- --- (0.23) (0.23) (0.05) (0.05)
In excess of net realized gains --- --- --- --- (0.02) (0.02)
Total distributions --- --- (0.23) (0.23) (0.08) (0.07)
Net Asset Value, End of Period $17.58 $17.56 $15.32 $15.32 $12.67 $12.66
Total Return 14.75%(1) 14.62%(1) 22.78% 22.85% 2.00%(1) 1.88%(1)
Ratios/Supplementary Data
Net assets, end of period ($000) $8,437 $3,136 $5,375 $2,466 $245 $80
Ratio of expenses to
average net assets 1.78%(2) 1.97%(2) 1.80% 1.97% 2.00%(2) 2.25%(2)
Ratio of net investment income to
average net assets (0.23%)(2) (0.41%)(2) 0.09% -0.11% 0.10%(2) (0.13%)(2)
Ratio of expenses to average net assets
before waiver of fees 1.94%(2) 2.53%(2) 3.13% 3.85% 9.50%(2) 16.67%(2)
Ratio of net investment income to average
net assets before waiver of fees (0.39%)(2) (0.97%)(2) (1.24%) (1.99%) (7.40%)(2) (14.55%)(2)
Portfolio turnover(3) 28.83% 28.83% 79.98% 79.98% 129.79% 129.79%
<FN>
* Date of commencement of operations
(1) Not Annualized
(2) Annualized
(3) Represents turnover rate of corresponding portfolio
</FN>
</TABLE>
See accompanying notes to financial statements.
The Flex-Partners 1999 Semi-Annual Report Page 39
<PAGE>
FINANCIAL HIGHLIGHTS
INTERNATIONAL EQUITY FUND
Six Months
Ended 6/30/99 Year ended 9/2/97* to
(Unaudited) Dec. 31, 1998 12/31/97
Net Asset Value, Beginning of Period $14.47 $12.18 $12.50
Income from Investment Operations:
Net investment income 0.04 (0.02) (0.02)
Net gains (losses) from investments 0.35 2.43 (0.30)
Total from investment operations 0.39 2.41 (0.32)
Less Dividends and Distributions:
In excess of net investment income --- (0.04) ---
From net realized gains --- (0.08) ---
Total distributions --- (0.12) ---
Net Asset Value, End of Period $14.86 $14.47 $12.18
Total Return 2.70%(1) 19.78% (2.56%)(1)
Ratios/Supplementary Data
Net assets, end of period ($000) $18,631 $18,273 $12,190
Ratio of expenses to
average net assets 2.00%(2) 2.00% 2.00%(2)
Ratio of net investment income to
average net assets 0.60%(2) -0.18% (0.43%)(2)
Ratio of expenses to average net assets
before waiver of fees 2.35%(2) 2.17% 2.68%(2)
Ratio of net investment income to average
net assets before waiver of fees 0.25%(2) -0.35% (1.11%)(2)
Portfolio turnover 32.11% 86.13% 12.71%
Date of commencement of operations
(1) Not Annualized
(2) Annualized
See accompanying notes to financial statements.
The Flex-Partners 1999 Semi-Annual Report Page 40
<PAGE>
FLEX-PARTNERS SEMI-ANNUAL REPORT
NOTES TO FINANCIAL STATEMENTS JUNE 30, 1999 (UNAUDITED)
1. ORGANIZATION
The Flex-Partners Trust (the "Trust") was organized in 1992 and is registered
under the Investment Company Act of 1940, as amended (the "Act"), as a
diversified, open-end management investment company. The Trust offers five
series, and it is presently comprised of five separate funds as follows:
Tactical Asset Allocation Fund (formerly TAA Fund), Utility Growth Fund
(formerly BTB Fund), Core Equity Fund, International Equity Fund (each a "Fund"
and collectively the "Funds") and Institutional Fund. Each Fund, except
International Equity Fund, invests all of its investable assets in a
corresponding open-end management investment company (each a "Portfolio" and
collectively the "Portfolios") having the same investment objective as the Fund.
Each Fund, each Portfolio into which the Fund invests and the percentage of each
Portfolio owned by the respective Fund is as follows:
PERCENTAGE OF PORTFOLIO
OWNED BY FUND AS OF
FUND PORTFOLIO JUNE 30, 1999
Tactical Asset Allocation Fund Mutual Fund Portfolio 12%
Utility Growth Fund Utilities Stock Portfolio 22%
Core Equity Fund Growth Stock Portfolio 18%
The investment objective of the International Equity Fund is to seek long-term
growth from investing primarily in equity securities of foreign issuers.
The financial statements of the Portfolios, including the Portfolios of
Investments, are included elsewhere in this report and should be read in
conjunction with the financial statements of each respective Fund. The financial
statements of the Institutional Fund are are separately reported.
2. SIGNIFICANT ACCOUNTING POLICIES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
VALUATION OF INVESTMENTS
Each Fund, except International Equity Fund, values its investment in the
corresponding Portfolio at fair value. Valuation of securities held by each
Portfolio is further described at Note 2 of the Portfolios' Notes to Financial
Statements.
Securities owned by the International Equity Fund are valued at 3:00 pm Eastern
Time based on the last sales price, or, lacking any sales, at the closing bid
prices.
DEFERRED TRUSTEE COMPENSATION
Under a Deferred Compensation Plan (the "Plan") non-interested Trustees may
elect to defer receipt of a portion of their annual compensation. Under the
The Flex-Partners 1999 Semi-Annual Report Page 41
<PAGE>
Plan, deferred amount are invested in the shares of the Flex-funds and
Flex-Partners Funds. Deferred amounts remain in the Funds until distributed in
accordance with the Plan.
FOREIGN CURRENCY TRANSLATION
Accounting records of the Funds are maintained in U.S. dollars. The value of
securities, other assets and liabilities of the International Equity Fund
denominated in foreign currency are translated into U.S. dollars at the current
exchange rate. Purchases and sales of securities, income receipts and expense
payments are translated into U.S. dollars at the exchange rate on the dates of
such transactions. The Funds do not isolate that portion of the results of
operations resulting from changes in foreign exchange rates from those resulting
from changes in market prices of securities held.
FORWARD CURRENCY CONTRACTS
The International Equity Fund may enter into forward foreign currency exchange
contracts ("forwards") for purposes of hedging against either specific
transactions or portfolio positions. Forwards are agreements between two parties
to exchange currencies at a set price on a future date. The market value of
forwards fluctuates with changes in currency exchange rates. The forward is
marked-to-market daily, and the change in market value is recorded by the Fund
as unrealized appreciation or depreciation. When the forward is offset by entry
into a closing transaction or extinguished by delivery of the currency, the Fund
records a realized gain or loss equal to the fluctuation in value during the
period the forward was open. Risks may arise upon entering forwards from the
potential inability of counterparties to meet the terms of the forwards or from
unanticipated fluctuations in the value of the foreign currency relative to the
U.S. dollar.
INCOME TAXES
It is each Fund's policy to comply with the requirements of the Internal Revenue
Code applicable to regulated investment companies and to distribute
substantially all of its investment company taxable income and net capital gains
to its shareholders. Therefore, no Federal income tax provision is required.
DISTRIBUTIONS TO SHAREHOLDERS
Dividends to shareholders are recorded on the ex-dividend date. Tactical Asset
Allocation Fund and Core Equity Fund declare dividends from net investment
income on a quarterly basis. Utility Growth Fund declares dividends from net
investment income on a monthly basis. International Equity Fund declares
dividends from net investment income on an annual basis. Each Fund distributes
net capital gains, if any, on an annual basis.
Distributions from net investment income and from net capital gains are
determined in accordance with income tax regulations which may differ from
generally accepted accounting principles. These differences are primarily due to
deferrals of certain losses, expiring capital loss carryforwards, differing
treatment of unrealized gains and losses of futures contracts held by the Fund's
corresponding Portfolio, and differing treatment of gains and losses realized in
transactions denominated in foreign currency. Permanent book and tax basis
differences have been reclassified among the components of net assets.
ORGANIZATIONAL COSTS
The costs related to the organization of each of the four Funds have been
deferred and are being amortized by each Fund on a straight-line basis over a
five-year period.
The Flex-Partners 1999 Semi-Annual Report Page 42
<PAGE>
INVESTMENT INCOME & EXPENSES
The funds record daily their proportionate share of the Portfolios' income,
expenses, and realized and unrealized gains and losses. In addition, the Funds
accrue their own expenses. Expenses incurred by the Trust that do not
specifically relate to an individual Fund of the Trust are allocated to the
Funds based on each Fund's relative net assets or other appropriate basis.
Expenses of each Fund, other than expenses incurred pursuant to the Class A and
Class C distribution and shareholder services plans, are allocated to the
separate classes based on their relative net assets or other appropriate basis.
3. AGREEMENTS AND TRANSACTIONS WITH AFFILIATES
R. Meeder & Associates (RMA), a wholly-owned subsidiary of Muirfield Investors,
Inc. (MII), provides each Portfolio with investment management, research,
statistical and advisory services. Under separate Investment Subadvisory
Agreements with RMA, Miller/Howard Investments, Inc., Sector Capital Management,
Inc., and Commercial Union Investment Management, LTD serve as subadvisor of the
Utilities Stock Portfolio, the Growth Stock Portfolio and the International
Equity Fund, respectively. Sub-subadvisers, selected by Sector Capital
Management, Inc., subject to the review and approval of the Trustees of the
Growth Stock Portfolio, are responsible for the selection of individual
portfolio securities for the assets of the Portfolio assigned to them by Sector
Capital Management, Inc. For such services, the International Equity Fund pays
RMA monthly fees at the annual rate of 1.00% of the average daily net asset
value of the Fund.
Mutual Funds Service Co. ("MFSCo"), a wholly-owned subsidiary of MII, serves as
stock transfer, dividend disbursing and shareholder services agent for each
Fund. In compensation for such services, each Fund pays MFSCo an annual fee
equal to the greater of $15 per active shareholder account or 0.10% of the
Fund's average daily net assets. MFSCo is entitled to receive an annual minimum
fee of $4,000 for each Fund.
MFSCo provides the Trust with certain administrative services. In compensation
for such services, each Fund pays MFSCo an annual fee equal to 0.05% of each
Fund's average daily net assets.
RMA has voluntarily agreed to reimburse the Funds for the amount by which annual
expenses of each Fund including expenses allocated from its respective Portfolio
(excluding interest, taxes, brokerage fees, and extraordinary expenses) exceed
certain limitations. Such reimbursement is limited to the total of fees charged
the Fund by RMA and MFSCo. The limitations currently in place are as follows:
Annual expense
limitation as a
percentage of average
Fund daily net assets
Tactical Asset Allocation Fund - Class A 1.75%*
Tactical Asset Allocation Fund - Class C 2.15%*
Utility Growth Fund - Class A 1.75%*
Utility Growth Fund - Class C 2.25%
Core Equity Fund - Class A 1.75%*
Core Equity Fund - Class C 2.00%*
International Equity Fund - Class A 2.00%
* Prior to May 1, 1999, the annual expense limitation had been 2.00%, 2.10%,
2.00%, 1.80% and 1.95% of average daily net assets of the Tactical Asset
Allocation Fund Class A and Class C, Utility Growth Fund Class A and Core Equity
Fund Class A and Class C, respectively.
Certain officers of the Funds and trustees of the Trust and the Portfolios are
also officers or directors of MII, RMA and MFSCo.
The Flex-Partners 1999 Semi-Annual Report Page 43
<PAGE>
Pursuant to Rule 12b-1 of the Act, each Fund has adopted two Distribution Plans
(the "Plans") with Advisor Dealer Services (the "Distributor"). Under the
provisions of the Plans, each Fund pays the Distributor an annual fee, at a
maximum rate of 0.25% and 0.75% of average daily net assets of Class A shares
and Class C shares, respectively, to aid in the distribution of Fund shares.
Additionally, each Fund has adopted two Service Plans with the Distributor.
Under the provisions of the Service Plans, each Fund pays the Distributor an
annual fee, at a maximum rate of 0.25% of average daily net assets of Class A
shares and Class C shares, to reimburse securities dealers for personal services
or maintenance of shareholder accounts.
4. SECURITIES TRANSACTIONS
For the six months ended June 30, 1999, the cost of purchases and proceeds from
sales or maturities of long-term investments for the International Equity Fund
were $6,586,701 and $5,907,765, respectively. The cost of investments for
federal income tax purposes and for financial reporting purposes is
substantially the same.
The Flex-Partners 1999 Semi-Annual Report Page 44
<PAGE>
STATEMENTS OF ASSETS AND LIABILITIES
JUNE 30, 1999 (Unaudited)
<TABLE>
<CAPTION>
MUTUAL UTILITIES GROWTH
FUND STOCK STOCK
PORTFOLIO PORTFOLIO PORTFOLIO
<S> <C> <C> <C>
Assets:
Investments, at market value* $111,983,971 $13,225,500 $57,081,814
Repurchase agreements, at cost* 49,562,000 731,000 6,452,000
Trustee deferred compensation investments, at 41,611 7,351 15,001
market value
Cash 718 652 594
Receivable for securities sold --- --- 499,864
Receivable for net variation margin on futures 1,231,250 --- ---
Receivable from corresponding Fund --- --- ---
Interest receivable 58,026 99 878
Dividends receivable --- 20,860 48,680
Prepaid/Other assets 3,938 4,284 1,389
Total Assets 162,881,514 13,989,746 64,100,220
Liabilities:
Payable for securities purchased --- --- 218,232
Payable for Trustee Deferred Compensation Plan 41,611 7,351 15,001
Payable to investment adviser 99,408 11,307 47,546
Accrued audit fees 4,329 4,894 4,149
Accrued legal fees 253 252 2,506
Accrued custodian fees 1,286 --- 5,542
Accrued trustee fees 2,377 --- 4,005
Accrued fund accounting fees 4,396 1,572 3,451
Other accrued liabilities 1,590 97 724
Total Liabilities 155,250 25,473 301,156
Net Assets $162,726,264 $13,964,273 $63,799,064
Net Assets:
Capital 155,495,651 11,125,748 49,280,526
Net unrealized appreciation (depreciation) of 7,230,613 2,838,525 14,518,538
investments
Net Assets $162,726,264 $13,964,273 $63,799,064
*Securities at cost $155,546,608 $11,117,975 $49,015,276
</TABLE>
See accompanying notes to financial statements
The Flex-Partners 1999 Semi-Annual Report Page 45
<PAGE>
STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1999 (Unaudited)
MUTUAL UTILITIES GROWTH
FUND STOCK STOCK
PORTFOLIO PORTFOLIO PORTFOLIO
NET INVESTMENT INCOME
Interest $1,476,611 $11,235 $115,007
Dividends 101,103 204,319 316,363
Total Investment Income 1,577,714 215,554 431,370
Expenses:
Investment advisory fees 581,491 64,909 271,934
Audit fees 4,344 4,909 4,163
Custodian fees 4,525 734 13,357
Trustees fees and expenses 18,705 3,707 13,575
Legal fees 102 104 2,715
Accounting fees 25,766 8,970 19,979
Insurance 102 70 54
Other expenses 102 36 1,720
Total Expenses 635,137 83,439 327,497
Investment advisory fees waived --- --- ---
Directed brokerage payments received --- --- (6,058)
Total Net Expenses 635,137 83,439 321,439
NET INVESTMENT INCOME 942,577 132,115 109,931
REALIZED AND UNREALIZED GAIN (LOSS)
FROM INVESTMENTS:
Net realized gain (loss) from futures (912,237) --- 77,193
contracts
Net realized gain (loss) from
investments 32,820,371 2,036,285 3,794,993
Net change in unrealized appreciation
(depreciation) of investments (15,984,285) (554,859) 3,855,090
NET GAIN ON INVESTMENTS 15,923,849 1,481,426 7,727,276
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $16,866,426 $1,613,541 $7,837,207
See accompanying notes to financial statements
The Flex-Partners 1999 Semi-Annual Report Page 46
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE SIX MONTHS ENDED JUNE 30, 1999 (Unaudited)
<TABLE>
<CAPTION>
MUTUAL UTILITIES GROWTH
FUND STOCK STOCK
PORTFOLIO PORTFOLIO PORTFOLIO
INCREASE (DECREASE) IN NET ASSETS:
<S> <C> <C> <C>
OPERATIONS:
Net investment income $942,577 $132,115 $109,931
Net realized gain (loss) from investments
and futures contracts 31,908,134 2,036,285 3,872,186
Net change in unrealized appreciation
(depreciation) of investments (15,984,285) (554,859) 3,855,090
Net increase (decrease) in net assets
resulting from operations 16,866,426 1,613,541 7,837,207
TRANSACTIONS OF INVESTORS' BENEFICIAL INTERESTS:
Contributions 22,543,115 1,623,628 64,647,448
Withdrawals (17,490,964) (2,492,441) (59,853,334)
Net increase (decrease) in net assets resulting
from transactions of investors' beneficial
interests 5,052,151 (868,813) 4,794,114
TOTAL INCREASE IN NET ASSETS 21,918,577 744,728 12,631,321
NET ASSETS - Beginning of period 140,807,687 13,219,545 51,167,743
NET ASSETS - End of period $162,726,264 $13,964,273 $63,799,064
</TABLE>
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
MUTUAL UTILITIES GROWTH
FUND STOCK STOCK
PORTFOLIO PORTFOLIO PORTFOLIO
INCREASE (DECREASE) IN NET ASSETS:
<S> <C> <C> <C>
OPERATIONS:
Net investment income $2,040,969 $218,745 $335,278
Net realized gain (loss) from investments
and futures contracts 8,222,183 (364,390) 4,583,800
Net change in unrealized appreciation
(depreciation) of investments 23,909,375 1,126,399 4,790,713
Net increase in net assets
resulting from operations 34,172,527 980,754 9,709,791
TRANSACTIONS OF INVESTORS' BENEFICIAL INTERESTS:
Contributions 21,876,913 6,977,776 74,136,798
Withdrawals (59,774,446) (5,408,703) (66,072,809)
Net increase (decrease) in net assets resulting
from transactions of investors' beneficial
interests (37,897,533) 1,569,073 8,063,989
TOTAL INCREASE (DECREASE) IN NET ASSETS (3,725,006) 2,549,827 17,773,780
NET ASSETS - Beginning of period 144,532,693 10,669,718 33,393,963
NET ASSETS - End of period $140,807,687 $13,219,545 $51,167,743
</TABLE>
See accompanying notes to financial statements
The Flex-Partners 1999 Semi-Annual Report Page 47
<PAGE>
FINANCIAL HIGHLIGHTS
<TABLE>
MUTUAL FUND PORTFOLIO
<CAPTION>
Six Months Year Ended December 31,
Ended 6/30/99 ------------------------------------------------------------------
(Unaudited) 1998 1997 1996 1995 1994
<S> <C> <C> <C> <C> <C> <C>
Net Assets, End of Period ($000) $162,726 $140,808 $144,533 $135,540 $122,109 $83,185
Ratio of Expenses to Average Net Assets 0.86%(1) 0.91% 0.89% 0.87% 0.95% 1.01%
Ratio of Net Investment Income to
Average Net Assets 1.27%(1) 1.56% 2.08% 1.86% 1.26% 2.76%
Portfolio Turnover Rate 150.75% 128.31% 395.42% 297.41% 186.13% 168.17%
</TABLE>
<TABLE>
UTILITIES STOCK PORTFOLIO
<CAPTION>
Six Months Year Ended December 31, Period from
Ended 6/30/99 -------------------------------------- June 21, 1995* to
(Unaudited) 1998 1997 1996 December 31, 1995
<S> <C> <C> <C> <C> <C>
Net Assets, End of Period ($000) $13,964 $13,220 $10,670 $7,964 $4,291
Ratio of Expenses to Average Net Assets 1.29%(1) 1.44% 1.60% 1.61% 2.32%(1)
Ratio of Net Investment Income to
Average Net Assets 2.03%(1) 1.73% 1.79% 2.24% 2.09%(1)
Ratio of Expenses to Average Net Assets
before directed brokerage payments 1.29%(1) 1.46% 1.65% 1.66% 2.40%(1)
Ratio of Net Investment Income to Average Net
Assets before directed brokerage payments 2.03%(1) 1.71% 1.74% 2.19% 2.01%(1)
Portfolio Turnover Rate 22.61% 51.36% 41.22% 50.79% 5.06%
</TABLE>
<TABLE>
GROWTH STOCK PORTFOLIO
<CAPTION>
Six Months Year Ended December 31,
Ended 6/30/99 -------------------------------------------------------------
(Unaudited) 1998 1997 1996 1995 1994
<S> <C> <C> <C> <C> <C> <C>
Net Assets, End of Period ($000) $63,799 $51,168 $33,394 $24,414 $24,537 $22,169
Ratio of Expenses to Average Net Assets 1.15%(1) 1.25% 1.34% 1.24% 1.25% 1.23%
Ratio of Net Investment Income to
Average Net Assets 0.39%(1) 0.77% 0.83% 2.33% 3.78% 2.35%
Ratio of Expenses to Average Net Assets
before waiver of fees 1.17%(1) 1.26% 1.34% 1.24% 1.25% 1.23%
Ratio of Net Investment Income to Average
Net Assets before waiver of fees 0.37%(1) 0.76% 0.83% 2.33% 3.78% 2.35%
Portfolio Turnover Rate 28.83% 79.98% 129.79% 81.66% 337.57% 102.76%
<FN>
(1) Annualized
* Date of commencement of operations
</FN>
</TABLE>
See accompanying notes to financial statements
The Flex-Partners 1999 Semi-Annual Report Page 48
<PAGE>
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999 (UNAUDITED)
1. ORGANIZATION
Each Fund of The Flex-Partners Trust (the "Trust") invests all of its investable
assets in a corresponding open-end management investment company (each a
"Portfolio" and collectively the "Portfolios") having the same investment
objective as the Fund. Each Portfolio is registered under the Investment Company
Act of 1940, as amended (the "Act"), as a no-load, open-end management
investment company which was organized as a trust under the laws of the State of
New York. Each Declaration of Trust permits the Trustees, who are the same for
each Portfolio, to issue beneficial interests in each Portfolio.
The investment objective of each Portfolio is as follows:
The Mutual Fund Portfolio seeks growth of capital through investment in the
shares of other mutual funds.
The Utilities Stock Portfolio seeks a high level of current income and
growth of income by investing primarily in equity securities of domestic
and foreign public utility companies; however, it will not invest in
electric utilities whose generation of power is derived from nuclear
reactors. The Portfolio also seeks capital appreciation, but only when
consistent with its primary investment objective.
The Growth Stock Portfolio seeks capital growth by investing in a
diversified portfolio of domestic common stocks with greater than average
growth characteristics selected primarily from the Standard & Poor's 500
Composite Stock Price Index (the "S&P 500").
The financial statements of the Funds are included elsewhere in this report.
2. SIGNIFICANT ACCOUNTING POLICIES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
INVESTMENTS
Securities which are traded on stock exchanges are valued at the last sales
price as of the close of business of the New York Stock Exchange on the day of
valuation or, lacking any sales, at the closing bid prices. Securities traded
over-the-counter are valued at the most recent bid price or yield equivalent as
obtained from one or more dealers that make markets in such securities. Mutual
funds are valued at the daily redemption value as reported by the underlying
fund. The Portfolios obtain prices from independent pricing services which use
valuation techniques approved by the Board of Trustees.
Money market securities held in the Portfolios maturing more than sixty days
after the valuation date are valued at the last sales price as of the close of
business on the day of valuation, or, lacking any sales, at the most recent bid
price or yield equivalent as obtained from dealers that make markets in such
securities. When such securities are valued within sixty days to maturity, the
difference between the valuation existing on the sixty-first day before maturity
and maturity value is amortized on a straight-line basis to maturity. Securities
maturing within sixty days from their date of acquisition are valued at
amortized cost.
REPURCHASE AGREEMENTS
Each Portfolio may engage in repurchase agreement transactions whereby the
Portfolio takes possession of an underlying debt instrument subject to an
obligation of the seller to repurchase the instrument from the Portfolio and an
obligation of the Portfolio to resell the instrument at an agreed upon price and
term. At all times, the Portfolio maintains the value of collateral, including
accrued interest, at least 100% of the amount of the repurchase agreement, plus
accrued interest. If the seller defaults or the fair value of the collateral
declines, realization of the collateral by the Portfolios may be delayed or
limited.
DEFERRED TRUSTEE COMPENSATION
Under a Deferred Compensation Plan (the "Plan") non-interested Trustees may
elect to defer receipt of a portion of their annual compensation. Under the
Plan, deferred amounts are invested in the shares of the Flex-funds and
Flex-Partners Funds. Deferred amounts remain in the Portfolios until distributed
in accordance with the Plan.
The Flex-Partners 1999 Semi-Annual Report Page 49
<PAGE>
FUTURES & OPTIONS
Each Portfolio may engage in transactions in financial futures contracts and
options contracts in order to manage the risk of unanticipated changes in market
values of securities held in the portfolio, or which it intends to purchase. The
expectation is that any gain or loss on such transactions will be substantially
offset by any gain or loss on the securities in the underlying portfolio or on
those which are being considered for purchase.
To the extent that the Portfolio enters into futures contracts on an index or
group of securities the Portfolio exposes itself to an indeterminate liability
and will be required to pay or receive a sum of money measured by the change in
the market value of the index. Upon entering into a futures contract the
Portfolio is required to deposit an initial margin, which is either cash or
securities in an amount equal to a certain percentage of the contract value.
Subsequently, the variation margin, which is equal to changes in the daily
settlement price or last sale price on the exchanges where they trade, is
received or paid. The Portfolios record realized gains or losses for the daily
variation margin when they are recorded as a gains or losses from futures
contracts.
Call and put option contracts involve the payment of a premium for the right to
purchase or sell an individual security or index aggregate at a specified price
until the expiration of the contract. Such transactions expose the Portfolio to
the loss of the premium paid if the Portfolio does not sell or exercise the
contract prior to the expiration date. In the case of a call option, sufficient
cash or money market instruments will be segregated to complete the purchase.
Options are valued on the basis of the daily settlement price or last sale on
the exchanges where they trade and the changes in value are recorded as an
unrealized appreciation or depreciation until closed, exercised or expired.
The Portfolios may write covered call or put options for which premiums received
are recorded in as liabilities and are subsequently adjusted to current market
value of the options written. When written options are closed or exercised,
premiums received are offset against the proceeds paid, and the Portfolio
records realized gains or losses for the difference. When written options
expire, the liability is eliminated, and the Portfolio records realized gains
for the entire amount of premiums received.
During the six months ended June 30, 1999, the Portfolios had the following
activity in futures contracts and written option contracts:
Long Contracts
Number of contracts Notional amount
MUTUAL FUND PORTFOLIO:
Outstanding, beginning of year 20 $6,274,000
Contracts opened 646 65,225,963
Contracts closed (469) (6,600,975)
Outstanding, end of year 197 $64,898,988
================================== ====================== =====================
GROWTH STOCK PORTFOLIO:
Outstanding, beginning of year 7 $2,055,875
Contracts opened 200 65,054,413
Contracts closed (184) (59,400,775)
Outstanding, end of year 23 $7,709,513
================================== ====================== =====================
LETTER OF CREDIT
Each Portfolio has pledged as collateral a U.S. Government security, cash or
other high-grade debt security solely for the benefit of ICI Mutual Insurance
Co. for the Portfolios' fidelity bond coverage.
INCOME TAXES
The Portfolios will be treated as a partnership for Federal income tax purposes.
As such, each investor in the Portfolios will be subject to taxation on its
share of the Portfolios' ordinary income and capital gains. It is each
Portfolio's policy to comply with the requirements of the Internal Revenue Code
applicable to it. Therefore, no Federal income tax provision is required.
The Flex-Partners 1999 Semi-Annual Report Page 50
<PAGE>
SECURITIES TRANSACTIONS
The Portfolios record security transactions on the trade date. Gains and losses
realized from the sale of securities are determined on the specific
identification basis. Dividend income is recognized on the ex-dividend date, and
interest income (including amortization of premium and accretion of discount) is
recognized as earned.
3. AGREEMENTS AND TRANSACTIONS WITH AFFILIATES
R. Meeder & Associates (RMA), a wholly-owned subsidiary of Muirfield Investors,
Inc. (MII), provides each Portfolio with investment management, research,
statistical and advisory services. Under separate Investment Subadvisory
Agreements with RMA, Sector Capital Management, Inc. and Miller/Howard
Investments, Inc. serve as subadvisor of the Growth Stock Portfolio and the
Utilities Stock Portfolio, respectively. Sub-subadvisers, selected by Sector
Capital Management, Inc., subject to the review and approval of the Trustees of
the Growth Stock Portfolio, are responsible for the selection of individual
portfolio securities for the assets of the Portfolio assigned to them by Sector
Capital Management, Inc.
For such services the Portfolios pay monthly fees based upon the average daily
value of each Portfolio's net assets at the following annual rate: 1.00% of
average daily net assets up to $50 million, 0.75% of average daily net assets
exceeding $50 million up to $100 million and 0.60% of average daily net assets
exceeding $100 million..
Mutual Funds Service Co. ("MFSCo"), a wholly-owned subsidiary of MII, serves as
accounting services agent for each Portfolio. In compensation for such services,
each Portfolio pays MFSCo an annual fee equal to the greater of:
a. 0.15% of the first $10 million of average daily net assets,
0.10% of the next $20 million of average daily net assets,
0.02% of the next $50 million of average daily net assets, and
0.01% in excess of $80 million of average daily net assets, or
b. $7,500.
Certain officers and trustees of the Portfolios are also officers or directors
of MII, RMA and MFSCo.
4. SECURITIES TRANSACTIONS
For the six months ended June 30, 1999, the cost of purchases and proceeds from
sales or maturities of long-term investments for the Portfolios were as follows:
Portfolio Purchases Sales
- --------- --------- -----
Mutual Fund Portfolio $131,601,231 $186,718,387
Utilities Stock Portfolio 2,861,733 4,004,953
Growth Stock Portfolio 15,532,282 15,080,012
As of June 30, 1999, the aggregate cost basis of investments and unrealized
appreciation (depreciation) for Federal income tax was as follows:
Net
Cost basis of Unrealized Unrealized unrealized
Portfolio investments appreciation depreciation appreciation
- --------- ----------- ------------ ------------ ------------
Mutual Fund Portfolio $155,565,703 $7,840,668 ($629,150) $7,211,518
Utilities Stock Portfolio 11,117,975 3,107,876 (269,351) 2,838,525
Growth Stock Portfolio 49,040,708 15,396,584 (903,478) 14,493,106
The Flex-Partners 1999 Semi-Annual Report Page 51
<PAGE>
MANAGER AND INVESTMENT ADVISER
R. Meeder & Associates
6000 Memorial Drive
P.O. Box 7177
Dublin, Ohio 43017
SUBADVISER/THE UTILITIES STOCK PORTFOLIO
Miller/Howard Investments, Inc.
141 Upper Byrdcliffe Road, P.O. Box 549
Woodstock, New York 12498
SUBADVISER/THE GROWTH STOCK PORTFOLIO
Sector Capital Management L.L.C.
5350 Poplar Avenue, Suite 490
Memphis, Tennesse 38119
BOARD OF TRUSTEES
Milton S. Bartholomew
Dr. Roger D. Blackwell
James Didion
Charles Donabedian
Robert S. Meeder, Sr.
Robert S. Meeder, Jr.
Jack Nicklaus II
Walter L. Ogle
Philip A. Voelker
CUSTODIAN
Star Bank, N.A. Cincinnati
Cincinnati, Ohio 45201
TRANSFER AGENT DIVIDEND DISBURSING AGENT
Mutual Funds Service Co.
6000 Memorial Drive
Dublin, Ohio 43017
AUDITORS
KPMG LLP
Columbus, Ohio 43215
The Flex-Partners 1999 Semi-Annual Report Page 52
