<PAGE> 1
Rule 497(e) & (g)
File Nos. 2-85378 and 811-3462
SUPPLEMENT TO PROSPECTUS
Dated January 1, 1997
THE GROWTH FUND
The accompanying Prospectus of The Flex-funds (the "Trust") describes, among
other things, The Growth Fund, a series of the Trust, and the Growth Stock
Portfolio (the "Portfolio"), the corresponding open-end investment company in
which all of the investable assets of The Growth Fund are invested. Among other
things, the investment objective of The Growth Fund and the Portfolio, as
described in the Prospectus, has changed and the Portfolio has engaged various
subadvisers in connection with the change in investment objective. The Growth
Fund has also changed its name to The Highlander Fund. Accordingly, the shares
of The Highlander Fund are not being offered by this Prospectus. You may obtain
a current prospectus for The Highlander Fund from, and should direct any
questions to, the Trust at the address or telephone numbers set forth on the
cover page of the Prospectus.
