FLEX FUNDS
N-30D, 1998-03-13
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THE MONEY MARKET FUND
ANNUAL REPORT 1997
[LOGO] 



December 31, 1997

Investment Adviser - R. Meeder 


<PAGE>



                             MONEY MARKET PORTFOLIO
                Portfolio of Investments as of December 31, 1997


                                                                       AMORTIZED
                                       YIELD  MATURITY  FACE AMOUNT      COST
- --------------------------------------------------------------------------------
CERTIFICATES OF DEPOSIT - 2.6%

   BB&T Financial Corp.                5.70%  02/11/98  $15,000,000  $15,000,000

================================================================================
   TOTAL CERTIFICATES OF DEPOSIT
   (Cost  $15,000,000 )                                               15,000,000
- --------------------------------------------------------------------------------

COMMERCIAL PAPER - 45.1%

   American Trading & Products**       5.75%  03/03/98    5,000,000    4,951,285
   American Trading & Products**       5.75%  03/10/98   $9,000,000   $8,902,250
   Bear Stearns Co., Inc.**            5.73%  03/25/98   25,000,000   24,669,729
   Coopertime Tractor                  5.57%  04/21/98    4,100,000    4,030,220
   Duff & Phelps Utilities & Corp.**   5.70%  02/17/98    4,500,000    4,466,513
   Duff & Phelps Utilities & Corp.**   5.55%  04/02/98    6,500,000    6,408,810
   Duff & Phelps Utilities & Corp.**   5.58%  04/23/98    5,000,000    4,913,200
   Duff & Phelps Utilities & Corp.**   5.56%  05/21/98    2,741,000    2,681,733
   Duff & Phelps Utilities & Corp.**   5.65%  07/02/98    5,000,000    4,857,181
   Engelhard Corp.                     5.62%  06/09/98    7,435,000    7,250,451
   Engelhard Corp.                     5.70%  06/10/98   10,000,000    9,746,667
   Ford Motor Credit Co.               5.47%  06/24/98   20,000,000   19,471,234
   GE Capital Corp.                    5.68%  02/19/98   15,000,000   14,884,033
   GE Capital Corp.                    5.56%  05/20/98    8,000,000    7,828,258
   GTE Funding, Inc.                   6.10%  01/20/98   24,822,000   24,742,087
   LG&E Capital Corp.                  5.60%  02/19/98   20,000,000   19,847,555
   LG&E Capital Corp.                  5.70%  04/01/98    5,700,000    5,618,775
   LOCAP, Inc.**                       5.70%  01/29/98   18,700,000   18,617,097
   MCI Communications Corp.**          5.80%  04/15/98   14,500,000   14,257,044
   Merrill Lynch & Co., Inc.           5.65%  05/27/98   10,000,000    9,770,861
   Merrill Lynch & Co., Inc.           5.59%  06/02/98   15,000,000   14,645,967
   Monsanto Co.                        5.53%  04/27/98   10,000,000    9,821,811
   Safeco Corp.**                      5.57%  01/07/98   20,000,000   19,981,433

================================================================================
   TOTAL COMMERCIAL PAPER                        
   (Cost $262,364,194 ) 262,364,194
- --------------------------------------------------------------------------------

CORPORATE OBLIGATIONS - 35.5%

   AT&T Corp.                          5.63%  04/08/98    3,893,000    3,889,653
   Albertsons, Inc.                    5.65%  03/26/98    1,000,000      999,554
   American General Finance Corp.      8.25%  01/15/98      400,000      400,317
   American General Finance Corp.      7.25%  03/01/98    5,295,000    5,306,059
   Associates Corp., N.A.              7.30%  03/15/98      200,000      200,476
   Associates Corp., N.A.              5.25%  09/01/98      180,000      179,007
   Barnett Banks, Inc.                 6.25%  07/28/98    1,500,000    1,503,172
   Care Life Project                   6.05%* 01/02/98    1,275,000    1,275,000
   Chrysler Financial Corp.            5.66%  01/16/98    1,875,000    1,874,850
   Chrysler Financial Corp.            8.26%  01/26/98   10,000,000   10,014,254
   Chubb Capital Corp.                 6.00%  02/01/98      663,000      662,983
   Clark Grave Vault Co.               6.00%* 01/02/98    3,000,000    3,000,000
   Comerica Bank                       6.75%  05/12/98    4,000,000    4,013,379
   Coughlin Family Properties, Inc.    6.00%* 01/15/98    4,675,000    4,675,000
   Danis Construction Co.              6.00%* 01/02/98    1,000,000    1,000,000
   Dean Witter Discover & Co.          6.00%  03/01/98    2,000,000    2,000,098
   Doren, Inc.                         6.05%* 01/02/98      675,000      675,000
   E.I. du Pont de Nemours & Co.       8.50%  06/25/98    3,095,000    3,129,566
   Espanola/Nambe                      6.05%* 01/02/98    2,315,000    2,315,000
   First Chicago NBD Corp.             5.70%  01/07/98    5,000,000    4,999,808
   First Chicago NBD Corp.             8.50%  06/01/98      180,000      181,767
   First Fidelity Bancorp.             8.50%  04/01/98    2,000,000    2,012,401
   First Union Corp.                   6.75%  01/15/98    6,219,000    6,220,662
   Ford Motor Credit Co.               6.25%  02/26/98      938,000      938,472
   Ford Motor Credit Co.               9.13%  05/01/98      550,000      555,647
   General Motors Acceptance Corp.     6.22%* 04/13/98   10,000,000   10,000,000
   General Motors Acceptance Corp.     7.13%  05/11/98   11,100,000   11,149,261
   GTE California, Inc.                6.25%  01/15/98    1,500,000    1,500,218
   Gannett, Inc.                       5.25%  03/01/98    2,525,000    2,521,635
   GE Capital Corp.                    8.63%  03/12/98    5,203,000    5,228,186
   Georgia Power Co.                   5.50%  04/01/98    1,000,000      999,112
   Goldman Sachs Group, L.P.           6.10%  04/15/98    7,550,000    7,554,539
   H.J. Heinz Co.                      8.00%  01/05/98    5,130,000    5,130,626
   Hancor, Inc.                        6.05%* 01/02/98      700,000      700,000
   Hertz Corp.                         8.30%  02/02/98      200,000      200,393
   Huntington Bancshares, Inc.         5.91%  06/23/98    5,000,000    5,001,908
   Huntington Bancshares, Inc.         6.15%  10/15/98    2,000,000    2,003,222
   IBM Credit Corp.                    5.90%  08/10/98    2,050,000    2,050,041
   Lehman Brother Holdings Corp.       5.75%  02/15/98    1,250,000    1,249,434
   Liberty Mutual Capital Corp.        5.96%  06/01/98    7,000,000    7,002,592
   Merrill Lynch & Co., Inc.           6.52%  06/22/98    1,000,000    1,002,838


<PAGE>


                                                                       AMORTIZED
                                       YIELD  MATURITY  FACE AMOUNT      COST
- --------------------------------------------------------------------------------

   Midwest Power System, Inc.          6.25%  02/01/98    1,750,000    1,750,325
   Morgan Stanley, Inc.                9.25%  03/01/98    1,750,000    1,758,938
   Morgan Stanley, Inc.                9.40%  03/05/98    1,000,000    1,006,101
   Mubea, Inc.                         6.05%* 01/02/98    4,375,000    4,375,000
   Mubea, Inc.                         6.05%* 01/02/98    6,000,000    6,000,000
   National Rural Utilities            8.50%  02/15/98      125,000      125,345
   NationsBank Corp.                   6.63%  01/15/98      615,000      615,143
   Nordstrom, Inc.                     8.88%  02/15/98    1,000,000    1,003,462
   Nynex Credit Co.                    6.72%  06/15/98   10,000,000   10,034,980
   Osco Industries, Inc.               6.05%* 01/02/98    3,000,000    3,000,000
   Pepsico, Inc.                       6.13%  01/15/98      283,000      283,025
   Potomac Electric Power Co.          4.38%  02/15/98      100,000       99,807
   Presrite Corp.                      6.05%* 01/02/98    2,210,000    2,210,000
   Proctor & Gamble Co.                9.50%  02/11/98    4,450,000    4,465,491
   R.I. Lampus Co.                     6.05%* 01/02/98    2,440,000    2,440,000
   RSD Technology                      6.05%* 01/02/98    3,500,000    3,500,000
   Salomon, Inc.                       6.92%  04/14/98    3,550,000    3,559,833
   Salomon, Inc.                       7.25%  05/01/98    2,035,000    2,043,998
   Seariver Maritime, Inc.             5.65%* 02/12/98    6,700,000    6,700,000
   Southern California Edison Co.      5.88%  02/01/98      600,000      599,955
   Surgery Financing Co.               6.05%* 01/12/98    6,585,000    6,585,000
   Toyota Motor Corp.                  5.63%  03/17/98    2,407,000    2,405,639
   Toyota Motor Credit Corp.           5.13%  01/19/98    2,255,000    2,254,036
   Toyota Motor Credit Corp.           5.88%  06/26/98      803,000      802,610
   Travelers Group, Inc.               5.75%  04/15/98    1,500,000    1,499,727
   Unilever Capital Corp.              8.88%  03/26/98    1,400,000    1,408,965
   WalMart Stores, Inc.                7.00%  04/27/98    1,100,000    1,103,000
   White Castle Project                6.05%* 01/02/98    9,500,000    9,500,000
   Wisconsin Public Service Corp.      5.25%  07/01/98      320,000      319,019

================================================================================
   TOTAL CORPORATE OBLIGATIONS  
   (Cost $206,765,529 )                                              206,765,529
- --------------------------------------------------------------------------------

U.S. GOVERNMENT AGENCY OBLIGATIONS - 2.4%

   Federal National Mortgage Assoc.    5.73%  04/13/98      500,000      499,519
   Federal National Mortgage Assoc.    6.72%  04/27/98      140,000      140,398
   Federal Home Loan Bank              6.00%  01/13/98      200,000      199,977
   Federal Home Loan Bank              5.85%  10/15/98    2,785,000    2,785,000
   Student Loan Marketing Assoc.       5.62%* 01/06/98    5,000,000    5,000,000
   Student Loan Marketing Assoc.       5.68%* 01/06/98    4,350,000    4,352,319
   Student Loan Marketing Assoc.       5.76%  01/14/98    1,000,000      999,913
   Tennessee Valley Authority - 
   callable 1/20/98 @ 104              7.75%  12/15/22      250,000      260,125

================================================================================
   TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS                                 
   (Cost  $14,237,251 )                                               14,237,251
- --------------------------------------------------------------------------------

U.S. TREASURY OBLIGATIONS - 1.7%

   ***U.S. Treasury Bill               5.27%  01/08/98       63,100       63,036
   U.S. Treasury Note                  6.00%  09/30/98   10,000,000   10,019,615

================================================================================
   TOTAL U.S. TREASURY OBLIGATIONS                                          
   (Cost  $10,082,651 )                                               10,082,651
- --------------------------------------------------------------------------------

REPURCHASE AGREEMENTS - 12.7%

   Merrill Lynch, (Collateralized 
   by $65,582,000 various Discount 
   Commercial Papers, 1/7/98-1/30/98, 
   market value - $65,582,000)         6.80%* 01/02/98   64,413,000   64,413,000

   Star Bank, (Collateralized by 
   $9,615,000 GNMA, 7.00%, 3/20/24,    
   market value - $9,835,784)          5.50%* 01/02/98    9,635,000    9,635,000

================================================================================
   TOTAL REPURCHASE AGREEMENTS     
   (Cost  $74,048,000 )                                               74,048,000
- --------------------------------------------------------------------------------

================================================================================
   TOTAL INVESTMENTS - 100.0%                              
   (Cost $582,497,625 )                                             $582,497,625
- --------------------------------------------------------------------------------


* Variable rate security. Interest rate is as of December 31, 1997. Maturity
date reflects the next rate change date.
** Security is restricted as to resale to institutional investors, but has been
deemed liquid in accordance with guidelines approved by the Board of Trustees.
***Pledged as collateral on Letter of Credit.


See accompanying notes to financial statements.


<PAGE>


                      STATEMENTS OF ASSETS AND LIABILITIES
                                DECEMBER 31, 1997
                                                   
                                                                  MONEY
                                                                 MARKET
                                                                  FUND
- ------------------------------------------------------------------------
  Assets:

    Investment in corresponding portfolio at value          $169,269,183
    Receivable for capital stock issued                              ---
    Unamortized organization costs                                   ---
    Other assets                                                  85,894

  Total Assets                                               169,355,077
========================================================================

  Liabilites:

    Payable for capital stock redeemed                               ---
    Dividends payable                                              6,915
    Accrued 12b-1 distribution fees                                  ---
    Accrued transfer agent and administrative fees                 7,365
    Other accrued liabilities                                      5,923
                                                            
  Total Liabilities                                               20,203
========================================================================
                                                            
  Net Assets                                                 169,334,874
========================================================================
                                                            
  Net Assets:                                               
========================================================================
    Capital                                                  169,334,874
    Accumulated undistributed net realized                  
      gain (loss) from investments                                   ---
    Net unrealized appreciation of investments                       ---
                                                            
  Net Assets                                                $169,334,874
========================================================================
                                                            
    Capital Stock Outstanding                                169,334,874
      (indefinite number of shares authorized,              
       $0.10 par value)                                     
                                                            
    Net Asset Value, Offering and                           
      Redemption Price Per Share                                   $1.00
- ------------------------------------------------------------------------



                            STATEMENTS OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 1997

                                                                MONEY
                                                                MARKET
                                                                FUND
- -------------------------------------------------------------------------

  Net Investment Income from Corresponding Portfolio:
=========================================================================
    Interest                                                  $7,911,734
    Dividends                                                        ---
    Expenses                                                    (257,032)
  Total Net Investment Income from Corresponding Portfolio     7,654,702
=========================================================================
  Fund Expenses:
=========================================================================
    Administrative fee                                            64,760
    Transfer agent fees                                          107,918
    Audit fees                                                     3,506
    Legal fees                                                     3,150
    Printing                                                      33,714
    Amortization of organizational costs                             ---
    Distribution plan                                            106,810
    Postage                                                       32,771
    Registration and filing fees                                  12,289
    Insurance                                                      2,162
    Other expenses                                                28,264
  Total Expenses                                                 395,344
=========================================================================
    Expenses reimbursed by investment adviser                    (92,400)
    Net Expenses                                                 302,944
=========================================================================
  NET INVESTMENT INCOME                                        7,351,758
=========================================================================
  NET REALIZED AND UNREALIZED GAIN (LOSS)
    FROM INVESTMENTS:
=========================================================================
    Net realized gains (losses) from futures contracts               ---
    Net realized gains (losses) from investments                     ---
    Net change in unrealized appreciation
      of investments                                                 ---
  NET GAIN (LOSS) FROM INVESTMENTS                                   ---
=========================================================================
  NET INCREASE IN NET ASSETS
    RESULTING FROM OPERATIONS                                 $7,351,758
=========================================================================

See accompanying notes to financial statements.


<PAGE>


                       STATEMENTS OF CHANGES IN NET ASSETS
                      YEARS ENDED DECEMBER 31, 1997 and DECEMBER 31, 1996

                                                       1997          1996
- ---------------------------------------------------------------------------
  INCREASE (DECREASE) IN NET ASSETS:                          
=========================================================================== 
  OPERATIONS:                                                               
=========================================================================== 
    Net investment income                        $7,351,758      $8,138,831 
    Net realized gain (loss) from investments                               
      and futures contracts                             ---             --- 
    Net change in unrealized appreciation/                                  
      (depreciation) of investments                     ---             --- 
  Net increase in net assets                                                
    resulting from operations                     7,351,758       8,138,831 
=========================================================================== 
  DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM:           
    Net investment income                        (7,351,758)     (8,138,831)
    Net realized gain from investments                                      
      and futures contracts                             ---             --- 
    Net decrease in net assets resulting                                    
      from dividends and distributions           (7,351,758)     (8,138,831)
=========================================================================== 
                                                                
  CAPITAL TRANSACTIONS:                                                     
    Issued                                      440,552,839     389,806,633
    Reinvested                                    7,195,653       7,883,875  
    Redeemed                                   (398,361,115)   (418,830,047) 
  Net increase (decrease) in net assets                                      
  resulting from capital share transactions      49,387,377     (21,139,539) 
  TOTAL INCREASE (DECREASE) IN NET ASSETS        49,387,377     (21,139,539) 
===========================================================================  
  NET ASSETS - Beginning of period              119,947,497     141,087,036  
  NET ASSETS - End of period                   $169,334,874    $119,947,497 
===========================================================================  
  SHARE TRANSACTIONS:                                                        
    Issued                                      440,552,839     389,806,633  
    Reinvested                                    7,195,653       7,883,875  
    Redeemed                                   (398,361,115)   (418,830,047)
  Change in shares                               49,387,377     (21,139,539) 
- ---------------------------------------------------------------------------  

See accompanying notes to financial statements.


<PAGE>


<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS
MONEY MARKET FUND

                                                                          Years Ended December 31,
                                                  -----------------------------------------------------------------------
                                                     1997        1996         1995         1994         1993         1992

<S>                                              <C>         <C>          <C>          <C>          <C>          <C>
Net Asset Value, Beginning of Period                $1.00       $1.00        $1.00        $1.00        $1.00        $1.00
   Income from Investment Operations
   Net Investment Income                             0.053       0.05         0.06         0.04         0.03         0.04
   Total From Investment Operations                  0.053       0.05         0.06         0.04         0.03         0.04

Less Distributions
   Dividends (from net investment income)           (0.053)     (0.05)       (0.06)       (0.04)       (0.03)       (0.04)
   Total Distributions                              (0.053)     (0.05)       (0.06)       (0.04)       (0.03)       (0.04)
Net Asset Value, End of Period                      $1.00       $1.00        $1.00        $1.00        $1.00        $1.00

Total Return                                         5.38%       5.27%        5.85%        4.10%        2.98%        3.70%

Ratios/Supplemental Data

   Net Assets, End of Period ($000)              $169,335    $119,947     $141,087     $164,838     $200,030     $245,259
   Ratio of Expenses to Average Net Assets           0.40%       0.40%        0.40%        0.37%        0.37%        0.35%
   Ratio of Net Investment Income to 
      Average Net Assets                             5.26%       5.15%        5.70%        4.02%        2.94%        3.68%
   Ratio of Expenses to Average Net Assets, 
      before waiver of fees                          0.59%       0.58%        0.64%        0.57%        0.57%        0.56%
   Ratio of Net Investment Income to Average 
      Net Assets, before waiver of fees(1)           5.07%       4.97%        5.46%        3.82%        2.74%        3.47%

<FN>
(1) Includes fees waived in corresponding portfolio
</FN>
</TABLE>


See accompanying notes to financial statements


<PAGE>

NOTES TO FINANCIAL STATEMENTS
December 31, 1997

1.  ORGANIZATION

The Money Market Fund (the "Fund") invests all of its investable assets in a
corresponding open-end management investment company (a "Portfolio") having the
same investment objective as the Fund. The 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. The Declaration of Trust permits the Trustees to issue
beneficial interests in the Portfolio.

The investment objective of the Money Market Portfolio is to seek current income
and stable net asset values through investment in a portfolio of money market
instruments. The financial statements of the Fund 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 

Money market securities held in the Portfolio are valued at amortized cost,
which approximates market value.

Repurchase Agreements 

The 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.

Income Taxes 

It is the Portfolio's policy to comply with the requirements of the Internal
Revenue Code applicable to it. Therefore, no Federal income tax provision is
required.

Organizational Costs 

The costs related to the organization of the Portfolio have been deferred and
are being amortized by the Portfolio on a straight-line basis over a five-year
period. Such costs have been fully amortized.

Securities Transactions 

The Portfolio records security transactions on the trade date. 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 the Portfolio with investment management, research,
statistical and advisory services. For such services the Portfolio pays monthly
a fee at the following annual rates: 0.40% of average daily net assets up to
$100 million and 0.25% of average daily net assets exceeding $100 million.
During the year ended December 31, 1997, RMA voluntarily waived a portion of its
investment advisory fees in the Portfolio.

Mutual Funds Service Co. ("MFSCo"), a wholly-owned subsidiary of MII, serves as
accounting services agent for the Portfolio. In compensation for such services
the 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.)
$30,000.

Certain officers and trustees of the Portfolio are also officers or directors of
MII, RMA and MFSCo.

4.  SECURITIES TRANSACTIONS

As of December 31, 1997, the aggregate cost basis of investments for Federal
income tax purposes was $582,497,625.


<PAGE>


INDEPENDENT AUDITORS' REPORT

The Shareholders and Board of Trustees
The Flex-funds:

We have audited the accompanying statement of assets and liabilities of The
Flex-funds -- The Money Market Fund (Fund) as of December 31, 1997, and the
related statement of operations, statements of changes in net assets and the
financial highlights for each of the periods indicated herein. These financial
statements and the financial highlights are the responsibility of the Fund's
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of The
Flex-funds -- The Money Market Fund at December 31, 1997, the results of its
operations, the changes in its net assets and the financial highlights for each
of the periods indicated herein, in conformity with generally accepted
accounting principles.

                                        KPMG Peat Marwick LLP
Columbus, Ohio
February 12, 1998


<PAGE>


                      STATEMENTS OF ASSETS AND LIABILITIES
                               DECEMBER 31, 1997

                                                     MONEY
                                                    MARKET
                                                   PORTFOLIO
Assets:
  Investments at market value*                   $508,449,625
  Repurchase agreements, at cost*                  74,048,000
  Cash                                                    551
  Options purchased (cost $27,378,320)                    ---
  Receivable for net variation margin on 
     futures contracts                                    ---
  Interest receivable                               5,477,161
  Dividends receivable                                    ---
  Prepaid/Other assets                                  2,005
  Unamortized organization costs                          ---
Total Assets                                      587,977,342
=============================================================

Liabilites:
  Payable for securities purchased                    261,255
  Payable for net variation margin on futures 
     contracts                                            ---
  Options written (premiums received $19,383,673)         ---
  Payable to investment adviser                        78,989
  Accrued audit fees                                   10,852
  Accrued custodian fees                                5,729
  Accrued trustee fees                                  2,369
  Accrued fund accounting fees                          8,656
  Other accrued liabilities                             2,753
Total Liabilities                                     958,695
=============================================================

Net Assets                                        587,018,647
=============================================================
Net Assets:
=============================================================
  Capital                                         587,018,647
  Net unrealized appreciation (depreciation) of 
     investments                                 
  Net Assets                                     $587,018,647
=============================================================
  *Securities at cost                             582,497,625


                            STATEMENTS OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 1997

                                                   MONEY
                                                   MARKET
                                                 PORTFOLIO
NET INVESTMENT INCOME
===========================================================
  Interest                                      $29,260,441
  Dividends                                             ---
Total Investment Income                          29,260,441
===========================================================

Expenses:
===========================================================
  Investment advisory fees                        1,436,168
  Audit fees                                         14,851
  Custodian fees                                     36,718
  Trustees fees and expenses                          7,762
  Legal fees                                          3,307
  Amortization of organization cost                   2,545
  Accounting fees                                    89,048
  Insurance                                           5,027
  Other expenses                                     11,241
Total Expenses                                    1,606,667
===========================================================
  Investment advisory fees waived                  (661,390)
  Directed brokerage payments received                  ---
Total Net Expenses                                  945,277
===========================================================

NET INVESTMENT INCOME                            28,315,164
===========================================================
REALIZED AND UNREALIZED GAIN (LOSS)
  FROM INVESTMENTS:
===========================================================
  Net realized gain from futures contracts              ---
  Net realized gain (loss) from investments             ---
  Net change in unrealized appreciation
    (depreciation) of investments                       ---
NET GAIN (LOSS) ON INVESTMENTS                          ---
===========================================================
NET INCREASE IN NET ASSETS
  RESULTING FROM OPERATIONS                     $28,315,164

  See accompanying notes to financial statements


<PAGE>


                      STATEMENTS OF CHANGES IN NET ASSETS
               YEARS ENDED DECEMBER 31, 1997 AND DECEMBER 31, 1996

                                                         1997           1996
INCREASE (DECREASE) IN NET ASSETS:
=============================================================================== 
OPERATIONS:                                                                     
=============================================================================== 
  Net investment income                              $28,315,164    $19,455,266 
  Net realized gain (loss) from investments                                     
    and futures contracts                                    ---            --- 
  Net change in unrealized appreciation                                         
    (depreciation) of investments                            ---            --- 
  Net increase in net assets                                                    
    resulting from operations                         28,315,164     19,455,266 
                                                                                
TRANSACTIONS OF INVESTORS' BENEFICIAL INTERESTS:                                
=============================================================================== 
  Contributions                                    3,784,994,914  1,414,075,891 
  Withdrawals                                     (3,579,221,656)(1,335,249,306)
Net increase (decrease) in net assets resulting from                            
  transactions of investors' beneficial interests    205,773,258     78,826,585 
                                                                                
TOTAL INCREASE (DECREASE) IN NET ASSETS              234,088,422     98,281,851 
=============================================================================== 
                                                                                
NET ASSETS - Beginning of period                     352,930,225    254,648,374 
                                                                                
NET ASSETS - End of period                          $587,018,647   $352,930,225 
                                                                 



<TABLE>
MONEY MARKET PORTFOLIO

<CAPTION>
                                                                      Year Ended December 31,                  
                                                   1997            1996         1995         1994         1993 

   <S>                                         <C>             <C>          <C>          <C>          <C>      
   Net Assets, End of Period ($000)            $587,019        $352,930     $256,126     $224,523     $200,148 
   Ratio of Expenses to Average Net Assets         0.18%           0.19%        0.21%        0.19%        0.19%
   Ratio of Net Investment Income to 
      Average Net Assets                           5.47%           5.34%        5.87%        4.28%        3.09%
   Ratio of Expenses to Average Net Assets, 
      before waiver of fees                        0.31%           0.33%        0.37%        0.39%        0.40%
   Ratio of Net Investment Income to Average
      Net Assets, before waiver of fees            5.34%           5.20%        5.70%        4.08%        2.88%
</TABLE>


  See accompanying notes to financial statements


<PAGE>


Notes to Financial Statements
December 31, 1997

1. ORGANIZATION

The Flex-funds Trust (the "Trust") was organized in 1982 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 separate series,
and it is presently comprised of five separate funds including The Money Market
Fund (the "Fund"). The Fund invests all of its investable assets in a
corresponding open-end management investment company (the "Portfolio") having
the same investment objective as the Fund. The Fund, the Portfolio into which
the Fund invests and the percentage of the Portfolio owned by the Fund is as
follows:

FUND                          PORTFOLIO        PERCENTAGE OF PORTFOLIO OWNED
                                               BY FUND AS OF DECEMBER 31, 1997

The Money Market Fund         Money Market Portfolio          29%

The financial statements of the Portfolio, including the Portfolio of
Investments, are included elsewhere in this report and should be read in
conjunction with the financial statements of the Fund.

2. SIGNIFICANT ACCOUNTING POLICES

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

The Fund values its investment in the corresponding Portfolio at fair value.
Valuation of securities held by the Portfolio is further described at Note 2 of
the Portfolio's Notes to Financial Statements which are included elsewhere in
this report. 

Income Taxes 

It is the 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 

The Fund declares dividends from net investment income on a daily basis and pays
such dividends on a monthly basis. The 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. Permanent book and tax
basis differences have been reclassified among the components of net assets.

Organizational Costs 

The costs related to the organization of the Fund have been deferred and are
being amortized on a straight-line basis over a five-year period. Such costs
have been fully amortized.

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. The Fund records daily its proportionate
share of the Portfolio's income and expenses.

3. AGREEMENTS AND TRANSACTIONS WITH AFFILIATES

R. Meeder & Associates (RMA), a wholly-owned subsidiary of Muirfield Investors,
Inc. (MII), provides the Portfolio with investment management, research,
statistical and advisory services.

Mutual Funds Service Co. ("MFSCo"), a wholly-owned subsidiary of MII, serves as
stock transfer, dividend disbursing and shareholder services agent for the Fund.
Subject to a $4,000 minimum, the Fund pays MFSCo an annual fee equal to the
greater of $20 per active shareholder account or 0.06% of the Fund's average
daily net assets.

MFSCo provides the Trust with certain administrative services. In compensation
for such services, the Fund pays MFSCo an annual fee equal to 0.05% of the
Fund's average daily net assets. Prior to January 31, 1997, such fees were
payable at an annual rate of 0.03% of average daily net assets.

RMA has voluntarily agreed to reimburse operating expenses of the Fund. For the
year ended December 31, 1997, such reimbursements including fees waived in the
corresponding portfolio were 0.19% of average daily net assets of the Fund. Such
reimbursement, which is subject to change, is limited to the total of fees
charged the Fund by RMA.

Pursuant to Rule 12b-1 of the Act, the Fund has adopted a Distribution Plan (the
"Plan"). Under the provisions of the Plan, the Fund may incur certain expenses
associated with the distribution of fund shares in amounts not to exceed an
annual limitation. Such limitation, on an annual basis, is 0.20% of the average
daily net assets of the Fund.

Certain officers of the Fund and trustees of the Trust and the Portfolio are
also officers or directors of MII, RMA and MFSCo.


<PAGE>


Independent Auditors' Report

The Shareholders and Board of Trustees
The Money Market Portfolio:

We have audited the accompanying statement of assets and liabilities of the
Money Market Portfolio (Portfolio), including the schedule of portfolio
investments, as of December 31, 1997, and the related statement of operations,
statements of changes in net assets and the financial highlights for each of the
periods indicated herein. These financial statements and the financial
highlights are the responsibility of the Portfolio's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included verification of securities owned as of
December 31, 1997, by confirmation with the custodian and brokers and other
appropriate audit procedures. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of the
Money Market Portfolio at December 31, 1997, the results of its operations, the
changes in its net assets and the financial highlights for each of the periods
indicated herein, in conformity with generally accepted accounting principles.

                                        KPMG Peat Marwick LLP
Columbus, Ohio
February 12, 1998




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