SUPPLEMENT TO STATEMENT OF ADDITIONAL INFORMATION
DATED OCTOBER 9, 1998
The accompanying Statement of Additional Information of The Total Return
Utilities Fund, a series of The Flex-funds (the "Trust"), dated April 30, 1998
(the "Statement of Additional Information") lists, among others, John M. Emery,
Richard A. Farr, William L. Gurner, Russel G. Means, and Lowell G. Miller as
trustees of the Trust and each of its series' corresponding Portfolios (the
"Portfolios"). Effective August 5, 1998, Messrs. Gurner and Miller have resigned
as trustees of the Trust and the Portfolios. Effective August 6, 1998, Messrs.
Emery, Farr, and Means have retired as trustees of the Trust and the Portfolios,
and Jack W. Nicklaus II has become a trustee of the Trust and the Portfolios.
Accordingly, the following information about Jack W. Nicklaus II should be added
under the caption "Officers and Trustees", which begins on page 34 of the
Statement of Additional Information:
NAME, ADDRESS AND AGE POSITION HELD PRINCIPAL OCCUPATION
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Jack W. Nicklaus II, 37 Trustee Designer, Nicklaus Design, a
11780 U.S. Highway #1 golf course design firm and
North Palm Beach, FL 33408 division of Golden Bear
International, Inc.
